WATERIDGE



                                  OFFICE LEASE



                     W9/WLA REAL ESTATE LIMITED PARTNERSHIP
                         a Delaware limited partnership,

                                  as Landlord,

                                       and

                              STYLECLICK.COM, INC.
                            a California corporation,

                                    as Tenant

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                                TABLE OF CONTENTS

                                                                           Page


SUMMARY OF BASIC LEASE INFORMATION..........................................iii

OFFICE LEASE .................................................................1

ARTICLE 1         BUILDING COMPLEX, BUILDING AND PREMISES.....................1

ARTICLE 2         LEASE TERM..................................................1

ARTICLE 3         BASE RENT...................................................2

ARTICLE 4         ADDITIONAL RENT.............................................2

ARTICLE 5         USE OF PREMISES.............................................7

ARTICLE 6         SERVICES AND UTILITIES......................................8

ARTICLE 7         REPAIRS....................................................10

ARTICLE 8         ADDITIONS AND ALTERATIONS..................................10

ARTICLE 9         COVENANT AGAINST LIENS.....................................11

ARTICLE 10        INSURANCE..................................................11

ARTICLE 11        DAMAGE AND DESTRUCTION.....................................13

ARTICLE 12        CONDEMNATION...............................................14

ARTICLE 13        COVENANT OF QUIET ENJOYMENT................................15

ARTICLE 14        ASSIGNMENT AND SUBLETTING..................................15

ARTICLE 15        SURRENDER OF PREMISES;  REMOVAL OF TRADE FIXTURES..........18

ARTICLE 16        HOLDING OVER...............................................18

ARTICLE 17        ESTOPPEL CERTIFICATES......................................19

ARTICLE 18        SUBORDINATION..............................................19

ARTICLE 19        DEFAULTS; REMEDIES.........................................20

ARTICLE 20        [INTENTIONALLY DELETED]....................................22

ARTICLE 21        SIGNS......................................................22

ARTICLE 22        COMPLIANCE WITH LAW........................................23

ARTICLE 23        ENTRY BY LANDLORD..........................................23

ARTICLE 24        TENANT PARKING.............................................23

ARTICLE 25        MISCELLANEOUS PROVISIONS...................................24

EXHIBITS:

A        FLOOR PLAN OF PREMISES

B        RULES AND REGULATIONS

C        AMENDMENT TO LEASE

D        TENANT WORK LETTER

E        ESTOPPEL CERTIFICATE

EXTENSION OPTION RIDER

LETTER OF CREDIT RIDER

                                       i
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                                    WATERIDGE

                       SUMMARY OF BASIC LEASE INFORMATION

     This  Summary  of  Basic  Lease   Information  (the  "Summary")  is  hereby
incorporated  by reference  into and made a part of the attached  Office  Lease.
Each  reference in the Office  Lease to any term of this Summary  shall have the
meaning as set forth in this  Summary for such term.  In the event of a conflict
between the terms of this Summary and the Office Lease,  the terms of the Office
Lease  shall  prevail.  Any  initially  capitalized  terms  used  herein and not
otherwise  defined  herein  shall  have the  meaning  as set forth in the Office
Lease.

TERMS OF LEASE
(References are to
the Office Lease)                        DESCRIPTION

1. Dated as of:                          May 30, 2000.

2. Landlord:                             W9/WLA REAL ESTATE LIMITED PARTNERSHIP,
                                         a Delaware limited partnership

3. Address of Landlord                   c/o Legacy Partners Commercial, Inc.
   (Section 25.14):                      5120 West Goldleaf Circle
                                         Suite 110
                                         Los Angeles, California 90056
                                         Attn:  Property Manager

                                         with a copy to:
                                         c/o Legacy Partners Commercial, Inc.
                                         30 Executive Park, Suite 100
                                         Irvine, CA  92614
                                         Attn:  Alan DeFrancis

4. Tenant:                               STYLECLICK.COM, INC.,
                                         a California corporation

5. Address of Tenant                     3861 Sepulveda Boulevard
   (Section 25.14):                      Culver City, California  90230
                                         Attn:  Barry Hall

                                         (Prior to Lease Commencement Date)

                                         and

                                         5105 West Goldleaf Circle
                                         Los Angeles, California 90056
                                         Attention:  Office Manager

                                         (After Lease Commencement Date)

6. Premises (Article 1):

   6.1  Premises:                        Approximately 23,503 rentable square
                                         feet of space comprising the entire
                                         rentable area of the first (1st) and
                                         second (2nd) floors of the Building
                                         (as defined below), as set forth in
                                         Exhibit A attached hereto.

   6.2  Building:                        The Premises are located in the
                                         "Building" whose address is 5105 West
                                         Goldleaf Circle, Los Angeles,
                                         California 90056

                                       ii
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7.  Term (Article 2).

    7.1 Lease Term:                     Five (5) years and two (2) months.

    7.2 Lease Commencement Date:        The earlier of (i) the date Tenant
                                        commences business operations in the
                                        Premises, and (ii) July 1, 2000.

    7.3 Lease Expiration Date:          The date which is five (5) years and
                                        two (2) months after the Lease
                                        Commencement Date.

    7.4 Lease Amendment:                Subject to Article 2 of the Office
                                        Lease, Landlord and Tenant may confirm
                                        the Lease Commencement Date and the
                                        Lease Expiration Date in an Amendment
                                        to Lease (Exhibit C).

8.  Base Rent (Article 3):
                                        Monthly Installment     Monthly Base
  Month of the     Annual Base Rent        of Base Rent        Rental Rate per
  Lease Term                                                Rentable Square Foot
    1 - 2             $0.00                  $0.00                 $0.00
    3 - 12            $634,581.00            $52,881.75            $2.25
   13 - 24            $659,964.24            $54,997.02            $2.34
   25 - 36            $685,347.48            $57,112.29            $2.43
   37 - 48            $713,551.08            $59,462.59            $2.53
   49 - 60            $741,754.68            $61,812.89            $2.63
   61 - 62            $772,778.64            $64,398.22            $2.74



9.  Additional Rent (Article 4).

    9.1  Base Year:                     Calendar year 2000.

    9.2  Tenant's Share of
         Direct Expenses:               100%.

10. Security Deposit:                   None

11. Number of Parking
    Passes (Article 24):                Fifty-nine (59) unreserved parking
                                        passes (i.e., 2.5 unreserved parking
                                        passes for each 1,000 rentable square
                                        feet of the Premises).  The monthly
                                        parking charges for such parking passes
                                        shall be at the prevailing rate therefor
                                        charged from time to time as set forth
                                        in Article 24 of the Office Lease.

12.  Brokers (Section 25.19):           The Seeley Company and
                                        Cushman Realty Corporation


                                      iii


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                                    WATERIDGE

                                  OFFICE LEASE

     This Office Lease, which includes the preceding Summary attached hereto and
incorporated  herein by this reference (the Office Lease and Summary to be known
sometimes collectively hereafter as the "Lease"), dated as of the date set forth
in Section 1 of the Summary,  is made by and between  W9/WLA REAL ESTATE LIMITED
PARTNERSHIP,  a Delaware limited  partnership  ("Landlord") and  STYLECLICK.COM,
INC., a California corporation ("Tenant").

                                   ARTICLE 1

                     BUILDING COMPLEX, BUILDING AND PREMISES

     1.1 Building Complex,  Building and Premises. Upon and subject to the terms
set forth in this  Lease,  Landlord  hereby  leases to Tenant and Tenant  hereby
leases from Landlord the premises set forth in  Section 6.1  of the Summary (the
"Premises"),  which Premises are located in the Building  defined in Section 6.2
of the Summary.  The outline of the Premises is set forth in Exhibit A  attached
hereto.  The  Building,  which is part of a  multiple-building  office  building
complex  commonly  known as Wateridge and located at 5100,  5105,  5110 and 5120
West Goldleaf  Circle,  and 5035 West Slauson  Avenue,  Los Angeles,  California
90056,  the other  buildings in such  complex,  the surface and covered  parking
facilities  located within such complex (the "Building  Complex  Parking Area"),
any outside plaza areas,  land and other  improvements  surrounding the Building
and such  other  buildings,  and the land upon  which all of the  foregoing  are
situated,  are herein sometimes collectively referred to herein as the "Building
Complex" or "Real  Property."  Tenant  acknowledges  that  Landlord  has made no
representation  or warranty  regarding the condition of the Real Property except
as  specifically  set forth in this Lease or the Tenant Work  Letter.  Tenant is
hereby granted the right to the  nonexclusive  use of the public or common areas
located on the Real Property;  provided,  however, that the manner in which such
public and common areas are  maintained  and operated shall be at the reasonable
discretion  of  Landlord  and the use  thereof  shall be  subject  to the rules,
regulations  and  restrictions  attached  hereto as  Exhibit B  (the  "Rules and
Regulations"),  as the same may be reasonably  modified by Landlord from time to
time.  Landlord  reserves  the right to make  alterations  or additions to or to
change the  location  of  elements  of the Real  Property  and the common  areas
thereof.

     1.2 Condition of Premises.  Except as expressly set forth in this Lease and
in the Tenant Work Letter  attached  hereto as Exhibit D,  Landlord shall not be
obligated to provide or pay for any  improvements,  work or services  related to
the improvement,  remodeling or refurbishment of the Premises,  and Tenant shall
accept the Premises in its "AS IS" condition on the Lease Commencement Date.

     1.3 Rentable  Square Feet. The parties  hereby  stipulate that the Premises
and Building  contain the rentable  square feet set forth in  Section 6.1 of the
Summary,  and such  square  footage  amount  is not  subject  to  adjustment  or
remeasurement by Landlord or Tenant.  Accordingly,  there shall be no adjustment
in the Base Rent or other  amounts set forth in this Lease which are  determined
based upon the rentable square feet of the Premises or Building

                                   ARTICLE 2

                                   LEASE TERM

     The terms and provisions of this Lease shall be effective as of the date of
this Lease.  The term of this Lease (the "Lease  Term") shall be as set forth in
Section 7.1  of  the  Summary  and  shall  commence  on  the  date  (the  "Lease
Commencement Date") set forth in Section 7.2 of the Summary, and shall terminate
on the date  (the  "Lease  Expiration  Date")  set forth in  Section 7.3  of the
Summary,  unless this Lease is sooner  terminated as hereinafter  provided.  For
purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve
(12) month period during the Lease Term; provided, however, that the first Lease
Year shall commence on the Lease Commencement Date and the last Lease Year shall
end on the Lease Expiration Date. In the event that the Lease  Commencement Date
is a date which is other than the anticipated Lease  Commencement Date set forth
in Section 7.2(ii) of the Summary,  within a reasonable period of time after the
date Tenant takes possession of the Premises Landlord shall deliver to Tenant an
Amendment to Lease in the form attached  hereto as Exhibit C,  setting forth the
Lease  Commencement  Date,  the Lease  Expiration  Date and the date upon  which
Tenant commenced paying Rent, and Tenant shall execute and return such Amendment
to Lease to Landlord within five (5) days after Tenant's receipt thereof. In the
event that  Landlord  does not deliver such  Amendment  to Lease to Tenant,  the
Lease Commencement Date shall be deemed to be the anticipated Lease Commencement
Date set forth in Section 7.2(ii) of the Summary.

                                       1
<PAGE>

                                    ARTICLE 3

                                    BASE RENT

     Tenant shall pay,  without notice or demand,  to Landlord at the management
office of the Building Complex,  or, at Landlord's  option,  such other place as
Landlord may from time to time designate in writing,  in currency or a check for
currency  which,  at the time of payment,  is legal tender for private or public
debts in the United States of America,  base rent ( "Base Rent") as set forth in
Section 8 of the Summary,  payable in equal monthly installments as set forth in
Section 8 of the Summary in advance on or before the first day of each and every
calendar  month  during  the  Lease  Term,   without  any  setoff  or  deduction
whatsoever.  The Base Rent for the third (3rd) full calendar  month of the Lease
Term  shall be paid at the time of  Tenant's  execution  of this  Lease.  If any
rental payment date (including the Lease  Commencement Date) falls on a day of a
calendar  month other than the first day of such  calendar  month or if any Rent
payment is for a period which is shorter than one calendar month (such as during
the last month of the Lease Term),  the Rent for any  fractional  calendar month
shall be the proportionate amount of a full calendar month's rental based on the
proportion that the number of days in such fractional  month bears to the number
of days in the calendar  month during which such  fractional  month occurs.  All
other payments or adjustments  required to be made under the terms of this Lease
that  require  proration  on a time basis  shall be  prorated on the same basis.

                                    ARTICLE 4

                                 ADDITIONAL RENT

     4.1  Additional  Rent.  In  addition to paying the Base Rent  specified  in
Article 3 of this Lease,  subject to Section  4.3.5  below,  Tenant shall pay as
additional rent "Tenant's Share" of the annual "Direct Expenses," as those terms
are defined in Section 4.2.6  and 4.2.2 of this Lease,  respectively,  which are
allocated to Building pursuant to Section 4.3.4 below and which are in excess of
the amount of Direct  Expenses  applicable  to the "Base  Year," as that term is
defined in Section 4.2.1 of this Lease which are allocated to Building  pursuant
to Section 4.3.4  below.  Such additional rent,  together with any and all other
amounts payable by Tenant to Landlord, as additional rent or otherwise, pursuant
to the terms of this Lease  (other  than the Base  Rent),  shall be  hereinafter
collectively  referred to as the "Additional Rent." The Base Rent and Additional
Rent are herein  collectively  referred  to as the "Rent." All amounts due under
this Article 4 as Additional Rent shall be payable in the same manner,  time and
place  as the  Base  Rent,  except  as  otherwise  expressly  set  forth in this
Article 4. Without limitation on other obligations of Tenant which shall survive
the  expiration  of the  Lease  Term,  the  obligations  of  Tenant  to pay  the
Additional  Rent provided for in this Article 4  shall survive the expiration of
the Lease Term.

     4.2 Definitions.  As used in this Article 4, the following terms shall have
the meanings hereinafter set forth:

          4.2.1 "Base Year" shall mean the year set forth in  Section 9.1 of the
     Summary.

          4.2.2  "Direct  Expenses"  shall mean  "Operating  Expenses"  and "Tax
     Expenses."

          4.2.3  "Expense  Year"  shall  mean  each  calendar  year in which any
     portion of the Lease Term falls, through and including the calendar year in
     which the Lease Term  expires;  provided,  that  Landlord,  upon  notice to
     Tenant,  may change the  Expense  Year from time to time to any twelve (12)
     consecutive  month period,  and, in the event of any such change,  Tenant's
     Share of the Direct  Expenses  shall be equitably  adjusted for any Expense
     Year involved in any such change.

          4.2.4 "Operating Expenses" shall mean all expenses,  costs and amounts
     of every  kind and  nature  which  Landlord  shall pay or incur  during any
     Expense Year because of or in connection  with the  ownership,  management,
     maintenance,  repair,  replacement,  restoration  or  operation of the Real
     Property,  including, without limitation, any amounts paid or incurred for:
     (i) the cost of supplying all utilities (including, without limitation, any
     telephone risers or intra building network cabling), the cost of janitorial
     service,  alarm and security service,  window cleaning,  and trash removal,
     the cost of operating,  maintaining,  repairing,  replacing, renovating and
     managing  the  utility  systems,  mechanical  systems,  sanitary  and storm
     drainage  systems,  and  escalator  and elevator  systems,  and the cost of
     supplies,  tools,  and equipment and maintenance  and service  contracts in
     connection therewith; (ii) the cost of licenses, certificates,  permits and
     inspections and the cost of contesting the validity or applicability of any
     governmental  enactments which may affect Operating Expenses, and the costs
     incurred  in  connection  with  the   implementation  and  operation  of  a
     transportation system management program or similar program; (iii) the cost
     of insurance  carried by Landlord in connection with the Real Property,  in
     such amounts as Landlord may reasonably determine, or as may be required by
     any  mortgagees,  or the lessor of any underlying or ground lease affecting
     the  Real  Property;  (iv) the cost of  landscaping,  relamping,  supplies,
     tools, equipment (including equipment rental agreements) and materials, and
     all fees, charges and other costs, including management fees (or amounts in
     lieu thereof), consulting fees, legal fees and accounting fees, incurred in
                                        2
<PAGE>
     connection with the management, operation, administration,  maintenance and
     repair  of the  Real  Property;  (v)  the  cost  of  parking  area  repair,
     restoration and maintenance,  including,  but not limited to,  resurfacing,
     repainting,  restriping,  and  cleaning;  (vi)  wages,  salaries  and other
     compensation  and  benefits  of  all  persons  engaged  in  the  operation,
     management,  maintenance  or security of the Real  Property  (including  an
     equitable  share  of the  total  compensation  paid to the  Portfolio  Vice
     President  responsible  for the Building  Complex  calculated as percentage
     with the  numerator as one (1) and the  denominator  as the total number of
     buildings  for which the  Portfolio  Vice  President is  responsible),  and
     employer's Social Security taxes,  unemployment taxes or insurance, and any
     other taxes which may be levied on such wages,  salaries,  compensation and
     benefits; (vii) payments under any easement,  license, operating agreement,
     declaration,  restrictive covenant, or instrument pertaining to the sharing
     of costs by the Real Property;  (viii) amortization  (including interest on
     the unamortized  cost at a rate equal to the floating  commercial loan rate
     announced  from  time  to  time by Bank  of  America,  a  national  banking
     association,  or its successor,  as its prime rate,  plus 2% per annum (the
     "Interest  Rate"))  of the  cost of  acquiring  or the  rental  expense  of
     personal property used in the maintenance, operation and repair of the Real
     Property;  (ix) the cost (including rent) of Landlord's property management
     office for the Real Property and all utilities, supplies and materials used
     in  connection  therewith;  and (x) the  cost of any  capital  alterations,
     capital additions, or capital improvements made to the Real Property or any
     portion thereof (A) which relate to the operation,  repair, maintenance and
     replacement  of all systems,  equipment or facilities  which serve the Real
     Property in the whole or in part  (including  replacement of wall and floor
     coverings, ceiling tiles and fixtures in lobbies, corridors,  restrooms and
     other common or public areas or facilities,  maintenance and replacement of
     curbs,  walkways and parking areas,  and repairs to roofs and re-roofing of
     improvements), (B) which are intended as a labor-saving device or to effect
     other  economies in the operation or maintenance  of the Real Property,  or
     any portion thereof, or (C) that are required under any governmental law or
     regulation  that is then  being  enforced  by a  federal,  state  or  local
     governmental agency;  provided,  however,  that each such permitted capital
     expenditure shall be amortized  (including interest on the unamortized cost
     at the Interest  Rate in effect at the time such  expenditure  is placed in
     service)  over its useful life as Landlord  shall  reasonably  determine in
     accordance with standard real estate accounting  practices.  If Landlord is
     not  furnishing  any  particular  work or  service  (the cost of which,  if
     performed or provided by Landlord, would be included in Operating Expenses)
     to a tenant who has  undertaken  to perform such work or service in lieu of
     the performance thereof by Landlord,  Operating Expenses shall be deemed to
     be increased by an amount equal to the additional  Operating Expenses which
     would  reasonably  have been incurred  during such period by Landlord if it
     had at its own expense  furnished  such work or service to such tenant.  If
     the  buildings in the Building  Complex are less than  ninety-five  percent
     (95%) occupied  during all or a portion of any Expense Year  (including the
     Base Year),  Landlord shall make an appropriate  adjustment to the variable
     components of Operating  Expenses for such Expense Year (including the Base
     Year) as reasonably  determined by Landlord  employing sound accounting and
     management  principles,  to determine the amount of Operating Expenses that
     would have been paid had such  buildings  been  ninety-five  percent  (95%)
     occupied,  and the  amount so  determined  shall be deemed to have been the
     amount of Operating Expenses for such Expense Year. Landlord shall have the
     right, from time to time, to equitably  allocate and prorate some or all of
     the Operating  Expenses among different tenants and/or different  buildings
     of the Building Complex and/or on a  building-by-building  basis (the "Cost
     Pools"). Such Cost Pools may include, without limitation,  the office space
     tenants and retail space tenants of the buildings in the Building  Complex.
     Notwithstanding anything to the contrary set forth in this Article 4,  when
     calculating  Direct  Expenses for the Base Year,  Operating  Expenses shall
     exclude   market-wide    labor-rate    increases   due   to   extraordinary
     circumstances,  including,  but not limited to,  boycotts and strikes,  and
     utility rate increases due to extraordinary  circumstances  including,  but
     not limited  to,  conservation  surcharges,  boycotts,  embargoes  or other
     shortages, and costs relating to capital improvements or expenditures.

          Notwithstanding the foregoing,  for purposes of this Lease,  Operating
     Expenses shall not, however, include: (A) interest,  amortization, or other
     payments or charges  payable by Landlord  with respect to any loans secured
     by a deed of trust or  mortgage  on the Real  Property;  (B)  ground  lease
     payments;   (C)  Tenant  leasing  fees,   commissions  or  other  brokerage
     commission  relating  thereto  (with  respect  to all  tenants  of the Real
     Property);  (D) legal,  auditing,  consulting and other  professional  fees
     (other than those legal,  auditing,  consulting or other  professional fees
     necessarily  incurred in connection with the normal and routine maintenance
     and operation of the Real  Property)  paid or incurred in  connection  with
     financing,  refinancing, sales, acquisitions,  zoning proceedings, disputes
     with present or prospective tenants or other occupants of the Real Property
     or other extraordinary transactions, occurrences or events; (E) the cost of
     providing any service directly to and paid directly by any tenant;  (F) any
     costs expressly  excluded from Operating  Expenses elsewhere in this Lease;
     (G)  expenses  for repair or  replacement  paid by proceeds  of  insurance,
     condemnation  awards, or covered by warranties or guaranties (to the extent
     such  warranties or guaranties  are honored by the warrantor or guarantor);
     (H) costs,  including  permit,  license and inspection  costs,  incurred in
     renovating or otherwise  improving,  decorating,  or redecorating  rentable
     space  (including  vacant rentable space) for tenants or other occupants in
     the  Building  Complex;  (I)  penalties  and  interest  for late payment or
     failure to file returns when due,  including,  without  limitation,  taxes,
     insurance,  equipment leases, and other past due amounts; (J) costs arising
     from  Landlord's  charitable  or  political  contributions;  or  (K)  costs
     incurred due to the  violation by Landlord of the terms and  conditions  of
     any  lease  of  space  in the  Building  Complex;  (L)  salaries  or  other
                                        3
<PAGE>
     compensation  paid to  employees  of Landlord  above the level of Portfolio
     Vice  President;  (M)  the  cost  of  repairs  necessitated  by  the  gross
     negligence of Landlord,  its agents,  employees or  contractors;  (N) costs
     incurred  due  to a  deliberate  violation  by  Landlord  of any  laws  and
     ordinances;  (O) cost of  replacements  or other work  occasioned  by fire,
     windstorm,  earthquake or other casualty  (except to the extent not covered
     by insurance proceeds), or the exercise by governmental  authorities of the
     right of eminent  domain;  (P)  depreciation,  except as provided in clause
     Section  4.2.4(x)  above,  and except on  materials,  tools,  supplies  and
     vendor-type  equipment  purchased by Landlord to enable  Landlord to supply
     services  Landlord might otherwise  contract for with a third party,  where
     such depreciation,  amortization and interest payments would otherwise have
     been  included  in the  charge  for such  third  party's  services,  all as
     determined in accordance with standard real estate accounting practices and
     when depreciation or amortization is permitted or required,  the item shall
     be amortized over its reasonably anticipated useful life in accordance with
     standard  real estate  accounting  practices;  and (Q) expenses for capital
     improvements made to the Real Property other than as expressly  provided in
     Sections 4.2.4 (viii) and (x) above.

          4.2.5 "Tax Expenses" shall mean all federal,  state,  county, or local
     governmental  or municipal  taxes,  fees,  charges or other  impositions of
     every kind and nature, whether general,  special, ordinary or extraordinary
     (including,  without  limitation,  real estate  taxes,  general and special
     assessments,  transit taxes or charges,  business or license taxes or fees,
     annual or periodic  license or use fees,  open space charges,  housing fund
     assessments,  leasehold  taxes or taxes  based  upon the  receipt  of rent,
     including gross receipts or sales taxes  applicable to the receipt of rent,
     personal  property taxes imposed upon the fixtures,  machinery,  equipment,
     apparatus,  systems  and  equipment,  appurtenances,  furniture  and  other
     personal  property used in  connection  with the Building  Complex),  which
     Landlord shall pay or incur during any Expense Year (without  regard to any
     different  fiscal year used by such  governmental  or municipal  authority)
     because of or in connection  with the  ownership,  leasing and operation of
     the Real  Property or  Landlord's  interest  therein.  For purposes of this
     Lease,  Tax Expenses shall be calculated as if the tenant  improvements  in
     the Building  Complex were fully  constructed and the Building  Complex and
     all tenant  improvements  in the Building  Complex were fully  assessed for
     real estate tax purposes.

               4.2.5.1 Tax Expenses shall include, without limitation:

                    (i) any assessment, tax, fee, levy or charge in addition to,
               or in substitution, partially or totally, of any assessment, tax,
               fee, levy or charge previously  included within the definition of
               real property tax, it being  acknowledged  by Tenant and Landlord
               that  Proposition  13 was  adopted  by the voters of the State of
               California in the June 1978 election  ("Proposition 13") and that
               assessments,  taxes,  fees,  levies and charges may be imposed by
               governmental  agencies  for  such  services  as fire  protection,
               street,  sidewalk  and  road  maintenance,  conservation,  refuse
               removal and for other  governmental  services  formerly  provided
               without charge to property  owners or occupants,  and, in further
               recognition   of  the  decrease  in  the  level  and  quality  of
               governmental  services and  amenities as a result of  Proposition
               13, Tax Expenses shall also include any  governmental  or private
               assessments  or the  Building  Complex's  contribution  towards a
               governmental or private cost-sharing agreement for the purpose of
               augmenting  or improving  the quality of services  and  amenities
               normally provided by governmental  agencies.  It is the intention
               of  Tenant  and  Landlord   that  all  such  new  and   increased
               assessments,  taxes,  fees,  levies,  and charges and all similar
               assessments,  taxes,  fees, levies and charges be included within
               the definition of Tax Expenses for purposes of this Lease;

                    (ii) any assessment,  tax, fee, levy, or charge allocable to
               or  measured  by the area of the  Premises  or the  Rent  payable
               hereunder,  including,  without limitation,  any gross income tax
               with respect to the receipt of such Rent, or upon or with respect
               to the possession, leasing, operating,  management,  maintenance,
               alteration,  repair,  use or occupancy by Tenant of the Premises,
               or any portion thereof;

                    (iii) any  assessment,  tax, fee, levy or charge,  upon this
               transaction or any document to which Tenant is a party,  creating
               or transferring an interest or an estate in the Premises;

                    (iv) any possessory  taxes charged or levied in lieu of real
               estate taxes; and

                    (v) any  expenses  incurred  by Landlord  in  attempting  to
               protest, reduce or minimize Tax Expenses.

               4.2.5.2 In no event shall Tax  Expenses  for any Expense  Year be
          less than the  component of Tax  Expenses  comprising a portion of the
          Base Year.

               4.2.5.3  Notwithstanding  anything to the  contrary  contained in
          this Section 4.2.5,  there shall be excluded from Tax Expenses (i) all
          excess  profits  taxes,  franchise  taxes,  gift taxes,  capital stock
          taxes,  inheritance and succession  taxes,  estate taxes,  federal and
          state  income  taxes,  and other  taxes to the  extent  applicable  to
          Landlord's  general or net income (as  opposed to rents,  receipts  or
          income  attributable to operations at the Building Complex),  and (ii)
          any items paid by Tenant under Section 4.4 of this Lease.
                                       4
<PAGE>
          4.2.6  "Tenant's  Share"  shall  mean  the  percentage  set  forth  in
     Section 9.2  of the Summary.  Tenant's Share was calculated by dividing the
     number of rentable square feet of the Premises by the total rentable square
     feet in the Building.

     4.3 Calculation and Payment of Additional Rent.

          4.3.1  Calculation  of  Excess.  If for any  Expense  Year  ending  or
     commencing  within the Lease Term,  Tenant's  Share of Direct  Expenses for
     such  Expense Year exceeds  Tenant's  Share of the Direct  Expenses for the
     Base Year,  then Tenant shall pay to  Landlord,  in the manner set forth in
     Section 4.3.2, below, and as Additional Rent, an amount equal to the excess
     (the "Excess").

          4.3.2  Statement  of Actual  Direct  Expenses  and  Payment by Tenant.
     Following  the end of each Expense  Year,  Landlord  shall give to Tenant a
     statement (the "Statement"), which shall state the Direct Expenses incurred
     or accrued for such  preceding  Expense Year,  and which shall indicate the
     amount,  if any,  of any Excess.  Upon  receipt of the  Statement  for each
     Expense Year ending during the Lease Term, if an Excess is present,  Tenant
     shall  pay,  with its next  installment  of Base Rent due,  but in no event
     later than  thirty  (30) days after  receipt  of such  Statement,  the full
     amount of the Excess for such Expense Year, less the amounts,  if any, paid
     during such Expense Year as "Estimated  Excess," as that term is defined in
     Section 4.3.3,  below.  The  failure  of  Landlord  to timely  furnish  the
     Statement for any Expense Year shall not prejudice  Landlord from enforcing
     its rights under this Article 4. Even though the Lease Term has expired and
     Tenant has vacated the Premises,  when the final  determination  is made of
     Tenant's  Share of the Direct  Expenses  for the Expense Year in which this
     Lease terminates,  taking into consideration that the Lease Expiration Date
     may have occurred prior to the final day of the applicable Expense Year, if
     an Excess is present, Tenant shall immediately pay to Landlord an amount as
     calculated  pursuant to the provisions of  Section 4.3.1 of this Lease. The
     provisions of this  Section 4.3.2  shall survive the  expiration or earlier
     termination of the Lease Term.

          4.3.3 Statement of Estimated  Direct Expenses.  In addition,  Landlord
     shall  give  Tenant a yearly  expense  estimate  statement  (the  "Estimate
     Statement")  which  shall set forth  Landlord's  reasonable  estimate  (the
     "Estimate")   of  what  the  total  amount  of  Direct   Expenses  for  the
     then-current Expense Year shall be and the estimated Excess (the "Estimated
     Excess") as calculated by comparing  Tenant's Share of Direct  Expenses for
     such then-current Expense Year, which shall be based upon the Estimate,  to
     Tenant's  Share of  Direct  Expenses  for the  Base  Year,  which  Estimate
     Statement  may be revised and reissued by Landlord  from time to time.  The
     failure of  Landlord  to timely  furnish  the  Estimate  Statement  for any
     Expense  Year shall not  preclude  Landlord  from  enforcing  its rights to
     collect  any  Estimated  Excess  under this  Article 4.  If pursuant to the
     Estimate   Statement  (or  a  revision  thereof)  an  Estimated  Excess  is
     calculated for the  then-current  Expense Year,  Tenant shall pay, with its
     next  installment  of Base Rent due, but in no event later than thirty (30)
     days after receipt of such Estimate Statement,  a fraction of the Estimated
     Excess (or the  increase in the  Estimated  Excess if pursuant to a revised
     Estimate  Statement)  for the  then-current  Expense  Year  (reduced by any
     amounts paid  pursuant to the last  sentence of this  Section 4.3.3).  Such
     fraction  shall  have as its  numerator  the  number of months  which  have
     elapsed in such  current  Expense Year to the month of such  payment,  both
     months  inclusive,  and shall have twelve (12) as its denominator.  Until a
     new Estimate  Statement is  furnished,  Tenant shall pay monthly,  with the
     monthly Base Rent  installments,  an amount equal to one-twelfth  (1/12) of
     the total  Estimated  Excess set forth in the previous  Estimate  Statement
     delivered by Landlord to Tenant.

          4.3.4   Allocation  of  Direct  Expenses  to  Building.   The  parties
     acknowledge  that the Building is a part of a multi-building  project,  and
     that the costs and expenses  incurred in connection  with the Real Property
     (i.e. the Direct Expenses) are determined annually for the Real Property as
     a whole, but then allocated by Landlord among (i) the Building and (ii) the
     other  Buildings in the Building  Complex,  for purposes of determining the
     Direct Expenses payable by the tenants of the Building  Complex.  In making
     such  allocation of Direct  Expenses for purposes of determining the Direct
     Expenses  payable  by Tenant for the  Building,  Direct  Expenses  shall be
     allocated as follows:  the portion of the Direct Expenses  allocated to the
     Building shall consist of (A) all Direct  Expenses  which are  attributable
     solely to the Building, and (B) an equitable portion of the Direct Expenses
     attributable to the Real Property as a whole and not attributable solely to
     the Building.

          4.3.5  No  Payment  for  First  Year.  Notwithstanding  the  foregoing
     provisions of this Article 4 to the contrary, Tenant shall not be obligated
     to pay any Direct  Expenses  for the first (1st) year of the initial  Lease
     Term.

     4.4 Taxes and Other  Charges  for  Which  Tenant Is  Directly  Responsible.
Tenant shall reimburse Landlord,  as Additional Rent, within ten (10) days after
demand,  for any and all taxes  required to be paid by  Landlord  (except to the
extent included in Tax Expenses by Landlord), excluding state, local and federal
personal or corporate  income taxes  measured by the net income of Landlord from
all sources and estate and  inheritance  taxes,  whether or not now customary or
within the contemplation of the parties hereto, when:
                                       5
<PAGE>
          4.4.1 said taxes are  measured by or  reasonably  attributable  to the
     cost or value of Tenant's equipment, furniture, fixtures and other personal
     property located in the Premises,  or by the cost or value of any leasehold
     improvements made in or to the Premises by or for Tenant, to the extent the
     cost or value of such leasehold improvements exceeds the cost or value of a
     building standard build-out as determined by Landlord regardless of whether
     title to such improvements shall be vested in Tenant or Landlord;

          4.4.2 said taxes are assessed upon or with respect to the  possession,
     leasing, operation,  management,  maintenance,  alteration,  repair, use or
     occupancy by Tenant of the Premises or any portion of the Building Complex;
     or

          4.4.3 said taxes are assessed upon this transaction or any document to
     which Tenant is a party creating or  transferring  an interest or an estate
     in the Premises.

     4.5 Late  Charges.  If any  installment  of Rent or any  other sum due from
Tenant shall not be received by Landlord or Landlord's  designee by the due date
therefor,  then Tenant shall pay to Landlord a late charge equal to five percent
(5%) of the amount due plus any  attorneys'  fees incurred by Landlord by reason
of Tenant's  failure to pay Rent and/or other  charges when due  hereunder.  The
late charge shall be deemed Additional Rent and the right to require it shall be
in addition to all of  Landlord's  other rights and remedies  hereunder,  at law
and/or in equity and shall not be construed as liquidated damages or as limiting
Landlord's  remedies  in any manner.  In  addition to the late charge  described
above,  any Rent or other amounts owing hereunder which are not paid by the date
they are due shall  thereafter  bear interest  until paid at a rate equal to the
lesser of (i) the Interest Rate set forth in  Section 4.2.4  above,  or (ii) the
highest rate permitted by applicable law.

     4.6 Audit  Rights.  In the event  Tenant  disputes the amount of the Direct
Expenses set forth in the Statement for the particular Expense Year delivered by
Landlord to Tenant pursuant to Section 4.3.2 above, Tenant shall have the right,
at  Tenant's  cost,  after  reasonable  notice  to  Landlord,  to have  Tenant's
authorized  employees inspect and photocopy,  at Landlord's office in California
during normal business hours, Landlord's books, records and supporting documents
concerning the Direct Expenses set forth in such Statement;  provided,  however,
Tenant shall have no right to conduct such  inspection,  have an audit performed
by the  Accountant  as described  below,  or object to or otherwise  dispute the
amount of the Direct  Expenses set forth in any such  Statement,  unless  Tenant
notifies Landlord of such objection and dispute,  completes such inspection, and
has the  Accountant  commence  and  complete  such  audit  within  two (2) years
immediately  following  Landlord's  delivery  of  the  particular  Statement  in
question (the "Review Period"); provided, further, that notwithstanding any such
timely  objection,  dispute,  inspection,  and/or  audit,  and  as  a  condition
precedent to Tenant's  exercise of its right of objection,  dispute,  inspection
and/or audit as set forth in this Section 4.6,  Tenant shall not be permitted to
withhold  payment of, and Tenant shall timely pay to Landlord,  the full amounts
as  required  by the  provisions  of this  Article 4  in  accordance  with  such
Statement.  However,  such payment may be made under protest pending the outcome
of any audit which may be performed by the  Accountant  as described  below.  In
connection  with any such  inspection  by  Tenant,  Landlord  and  Tenant  shall
reasonably  cooperate  with each other so that such  inspection can be performed
pursuant to a mutually acceptable schedule, in an expeditious manner and without
undue  interference  with  Landlord's  operation  and  management  of  the  Real
Property.  If after such  inspection  and/or request for  documentation,  Tenant
still  disputes the amount of the Direct  Expenses  set forth in the  Statement,
Tenant shall have the right,  within the Review Period,  to cause an independent
certified  public  accountant  (which is not paid on a commission or contingency
basis) mutually  approved by Landlord and Tenant (the  "Accountant") to complete
an audit of  Landlord's  books and records to determine the proper amount of the
Direct  Expenses  incurred  and amounts  payable by Tenant for the Expense  Year
which is the subject of such  Statement.  Such audit by the Accountant  shall be
final and binding  upon  Landlord  and Tenant.  If  Landlord  and Tenant  cannot
mutually  agree as to the  identity of the  Accountant  within  thirty (30) days
after Tenant  notifies  Landlord  that Tenant  desires an audit to be performed,
then the Accountant shall be of the "Big 5"  accounting firms (which is not paid
on a commission  or  contingency  basis),  as selected by Tenant and  reasonably
approved by  Landlord.  If such audit  reveals that  Landlord  has  over-charged
Tenant,  then  within  thirty (30) days after the results of such audit are made
available to  Landlord,  Landlord  shall  reimburse to Tenant the amount of such
over-charge. If the audit reveals that the Tenant was under-charged, then within
thirty (30) days after the results of such audit are made  available  to Tenant,
Tenant  shall  reimburse  to Landlord  the amount of such  under-charge.  Tenant
agrees to pay the cost of such audit unless it is  subsequently  determined that
Landlord's  original  Statement which was the subject of such audit was in error
to  Tenant's  disadvantage  by four  percent  (4%) or more of the  total  Direct
Expenses  which was the  subject  of such  audit.  The  payment by Tenant of any
amounts  pursuant to this Article 4 shall not preclude Tenant from  questioning,
during the  Review  Period,  the  correctness  of the  particular  Statement  in
question  provided by  Landlord,  but the  failure of Tenant to object  thereto,
conduct and complete its inspection and have the Accountant conduct the audit as
described  above prior to the expiration of the Review Period for such Statement
shall be conclusively  deemed Tenant's approval of the Statement in question and
the amount of Direct Expenses shown thereon.
                                       6
<PAGE>
                                    ARTICLE 5

                                 USE OF PREMISES

     5.1 Use.  Tenant shall use the Premises  solely for general office purposes
(including  up to 25% of the Premises for use as a studio for still  photography
to the extent  permitted by applicable  laws), all consistent with the character
of the Building Complex as a first-class  office building project.  Tenant shall
not use or permit the  Premises  to be used for any other  purpose  or  purposes
whatsoever.  Tenant  shall not allow  occupancy  density of use of the  Premises
which is greater  than the average  density of the other  office  tenants of the
Building Complex.  Tenant further covenants and agrees that it shall not use, or
suffer or permit any person or persons to use,  the Premises or any part thereof
for any use or purpose contrary to the Rules and Regulations, or in violation of
the laws of the  United  States  of  America,  the State of  California,  or the
ordinances,  regulations  or  requirements  of the  local  municipal  or  county
governing body or other lawful authorities having jurisdiction over the Building
Complex  (including laws pertaining to Hazardous  Materials,  as defined below).
Tenant  shall  comply  with the Rules  and  Regulations.  Landlord  shall not be
responsible  to  Tenant  for  the  nonperformance  of  any  of  such  Rules  and
Regulations  by or otherwise  with respect to the acts or omissions of any other
tenants or  occupants  of the  Building  Complex.  Tenant  shall comply with all
recorded covenants,  conditions, and restrictions now or hereafter affecting the
Real Property.

     5.2 Hazardous Materials.

          5.2.1 Prohibition on Use. Tenant shall not use or allow another person
     or entity to use any part of the Premises for the storage,  use, treatment,
     manufacture or sale of Hazardous Materials. Landlord acknowledges, however,
     that Tenant will maintain  products in the Premises which are incidental to
     the  operation of its  offices,  such as  photocopy  supplies,  secretarial
     supplies and limited janitorial supplies,  which products contain chemicals
     which are categorized as Hazardous Materials.  Landlord agrees that the use
     of such products in the Premises in compliance with all applicable laws and
     in the manner in which such products are designed to be used shall not be a
     violation by Tenant of this Section 5.2.1.

          5.2.2 Indemnity. Tenant agrees to indemnify,  defend, protect and hold
     Landlord  and the  Landlord  Parties  (as  defined in  Section 10.1  below)
     harmless  from and  against  any and all  claims,  actions,  administrative
     proceedings (including informal proceedings),  judgments, damages, punitive
     damages,  penalties,   fines,  costs,  liabilities,   interest  or  losses,
     including  reasonable  attorneys' fees and expenses,  consultant  fees, and
     expert  fees,  together  with all other  costs and  expenses of any kind or
     nature,  that arise during or after the Lease Term  directly or  indirectly
     from or in connection  with the presence,  suspected  presence,  release or
     suspected  release of any  Hazardous  Materials  in or into the air,  soil,
     surface water or groundwater at, on, about, under or within the Premises or
     Real Property or any portion  thereof,  caused by Tenant,  its assignees or
     subtenants  and/or  their  respective   agents,   employees,   contractors,
     licensees or invitees (collectively, "Tenant Affiliates").

          5.2.3 Remedial Work. In the event any  investigation  or monitoring of
     site conditions or any clean-up, containment, restoration, removal or other
     remedial work  (collectively,  the "Remedial  Work") is required  under any
     applicable federal, state or local laws or by any judicial order, or by any
     governmental  entity as the result of operations or activities upon, or any
     use or  occupancy  of any  portion  of the  Premises  by  Tenant  or Tenant
     Affiliates, Tenant shall perform or cause to be performed the Remedial Work
     in compliance with such laws or order. All Remedial Work shall be performed
     by one or more  contractors,  selected by Tenant and approved in advance in
     writing by Landlord.  All costs and expenses of such Remedial Work shall be
     paid  by  Tenant,  including,  without  limitation,  the  charges  of  such
     contractor(s),   the  consulting   engineers,   and  Landlord's  reasonable
     attorneys'  fees and costs incurred in connection with monitoring or review
     of such Remedial Work.

          5.2.4  Definition  of Hazardous  Materials.  As used herein,  the term
     "Hazardous  Materials" means any hazardous or toxic substance,  material or
     waste which is or becomes  regulated by any local  governmental  authority,
     the State of California or the United States Government, including, without
     limitation,  any material or substance  which is (i) defined or listed as a
     "hazardous  waste,"  "extremely  hazardous  waste,"  "restricted  hazardous
     waste," "hazardous  substance" or "hazardous material" under any applicable
     federal, state or local law or administrative code promulgated  thereunder,
     (ii) petroleum, or (iii) asbestos.
                                       7
<PAGE>
                                    ARTICLE 6

                             SERVICES AND UTILITIES

     6.1 Standard Tenant Services. Landlord shall provide the following services
on all days during the Lease Term, unless otherwise stated below.

          6.1.1 Subject to all  governmental  rules,  regulations and guidelines
     applicable  thereto,  Landlord shall provide  heating,  ventilation and air
     conditioning  ("HVAC") when  necessary for normal comfort for normal office
     use in the Premises,  from Monday  through  Friday,  during the period from
     7:00 a.m. to 6:00 p.m.,  and on Saturdays  during the period from 8:00 a.m.
     to 12:00 p.m.  (collectively,  the "Building Hours"), except for nationally
     and locally  recognized  holidays as designated by Landlord  (collectively,
     the "Holidays").

     Landlord shall provide adequate  electrical wiring and facilities and power
for normal general  office use as determined by Landlord.  Tenant shall bear the
cost of replacement of lamps,  starters and ballasts for  non-Building  standard
lighting fixtures within the Premises.

     Landlord  shall  provide city water from the regular  Building  outlets for
drinking, lavatory and toilet purposes.

     Landlord shall provide  janitorial  services five (5) days per week, except
the date of observation of the Holidays, in and about the Premises.

     Landlord  shall  provide  nonexclusive  automatic  elevator  service at all
times.

     6.2  Overstandard  Tenant Use. Tenant shall not,  without  Landlord's prior
written  consent,  use  heat-generating  machines,  machines  other than  normal
fractional  horsepower  office  machines,  or equipment  or lighting  other than
building  standard  lights in the  Premises,  which may affect  the  temperature
otherwise  maintained  by the air  conditioning  system  or  increase  the water
normally  furnished  for the  Premises  by  Landlord  pursuant  to the  terms of
Section 6.1  of this  Lease.  If  Tenant  uses  water or HVAC in  excess of that
supplied  by  Landlord  pursuant to  Section 6.1  of this Lease,  or if Tenant's
consumption of electricity shall exceed an average of three (3) watts per usable
square foot of the  Premises,  connected  load,  calculated  on a monthly  basis
during the Building Hours set forth in  Section 6.1.1  above,  then Tenant shall
pay to  Landlord,  within ten (10) days after  billing,  the cost of such excess
consumption,  the  cost  of the  installation,  operation,  and  maintenance  of
equipment which is installed in order to supply such excess consumption, and the
cost of the increased wear and tear on existing  equipment caused by such excess
consumption;  and Landlord may install devices to separately meter any increased
use and in such event Tenant shall pay the increased  cost directly to Landlord,
within  ten (10)  days  after  demand,  including  the  cost of such  additional
metering  devices.  If Tenant  desires to use HVAC  during  hours other than the
Building Hours,  (i) Tenant  shall give Landlord such prior notice,  as Landlord
shall from time to time  establish  as  appropriate,  of Tenant's  desired  use,
(ii) Landlord  shall supply such after-hours HVAC to Tenant at Landlord's actual
cost  (including  reasonable  depreciation  and wear and tear on  equipment)  of
providing  same,  plus  a  ten  percent  (10%)   administration   fee  to  cover
administrative and accounting costs, and (iii) Tenant shall pay such cost within
ten (10) days after billing.

     6.3  Interruption  of Use.  Tenant agrees that Landlord shall not be liable
for damages, by abatement of Rent or otherwise,  for failure to furnish or delay
in furnishing any service (including telephone and telecommunication  services),
or for any diminution in the quality or quantity  thereof,  when such failure or
delay  or  diminution  is   occasioned,   in  whole  or  in  part,  by  repairs,
replacements, or improvements, by any strike, lockout or other labor trouble, by
inability to secure electricity, gas, water, or other fuel at the Building after
reasonable  effort to do so, by any accident or casualty  whatsoever,  by act or
default of Tenant or other  parties,  or by any other  cause  beyond  Landlord's
reasonable  control;  and such failures or delays or  diminution  shall never be
deemed to constitute an eviction or  disturbance  of Tenant's use and possession
of the  Premises or relieve  Tenant from  paying Rent or  performing  any of its
obligations  under this Lease.  Furthermore,  Landlord shall not be liable under
any  circumstances  for a loss of, or injury to,  property  or for injury to, or
interference with, Tenant's business,  including,  without  limitation,  loss of
profits,  however  occurring,  through or in connection  with or incidental to a
failure  to  furnish  any of the  services  or  utilities  as set  forth in this
Article 6.

     6.4 Additional Services.  Landlord shall also have the exclusive right, but
not the obligation,  to provide any additional services which may be required by
Tenant,  including,  without  limitation,  locksmithing,  additional  janitorial
service, and additional repairs and maintenance,  provided that Tenant shall pay
to  Landlord,  within  ten (10)  days  after  billing,  the sum of all  costs to
Landlord of such additional services plus an administration fee. Charges for any
utilities  or  service  for which  Tenant is  required  to pay from time to time
hereunder,  shall be deemed  Additional  Rent hereunder and shall be billed on a
monthly basis.
                                       8
<PAGE>
                                    ARTICLE 7

                                     REPAIRS

     7.1  Tenant's  Repairs.   Subject  to  Landlord's  repair   obligations  in
Section 7.2  and 11.1 below,  Tenant  shall,  at Tenant's own expense,  keep the
Premises, including all improvements,  fixtures and furnishings therein, in good
order,  repair and  condition at all times  during the Lease Term,  which repair
obligations shall include,  without  limitation,  the obligation to promptly and
adequately  repair all damage to the  Premises and replace or repair all damaged
or broken  fixtures and  appurtenances;  provided  however,  that, at Landlord's
option,  or if Tenant fails to make such  repairs,  Landlord  may, but need not,
make such  repairs and  replacements,  and Tenant  shall pay  Landlord  the cost
thereof, including a percentage of the cost thereof (to be uniformly established
for the  Building)  sufficient to reimburse  Landlord for all overhead,  general
conditions, fees and other costs or expenses arising from Landlord's involvement
with such repairs and replacements forthwith upon being billed for same.

     7.2 Landlord's  Repairs.  Anything  contained in  Section 7.1  above to the
contrary  notwithstanding,  and  subject to  Articles  11 and 12 of this  Lease,
Landlord shall repair and maintain the  structural  portions of the Building and
the basic  plumbing,  heating,  ventilating,  air  conditioning  and  electrical
systems  serving  the  Building  and not  located  in the  Premises  in a manner
consistent with the maintenance  standards of other comparable  office buildings
in the vicinity of the Building;  provided,  however,  if such  maintenance  and
repairs are caused in part or in whole by the act, neglect, fault of or omission
of any duty by Tenant, its agents, contractors, employees, licenses or invitees,
Tenant shall pay to Landlord,  as additional  rent, the reasonable  cost of such
maintenance and repairs.  Landlord shall not be liable to Tenant for any failure
to make any such repairs,  or to perform any  maintenance  hereunder,  and there
shall be no  abatement  of Rent and no  liability  of  Landlord by reason of any
injury to or interference  with Tenant's  business  arising from the making of a
failure to make any repairs, alterations or improvements in or to any portion of
the  Premises  or  Building  Complex  or in or to  fixtures,  appurtenances  and
equipment  therein.  Tenant hereby waives and releases its right to make repairs
at Landlord's  expense under Section 1941 and 1942 of the California Civil Code,
or under any similar law, statute, or ordinance now or hereafter in effect.

                                   ARTICLE 8

                            ADDITIONS AND ALTERATIONS

     8.1   Landlord's   Consent  to   Alterations.   Tenant  may  not  make  any
improvements,  alterations,  additions or changes to the Premises (collectively,
the "Alterations") without first procuring the prior written consent of Landlord
to such  Alterations,  which  consent shall be requested by Tenant not less than
thirty (30) days prior to the commencement  thereof, and which consent shall not
be unreasonably withheld by Landlord;  provided,  however, Landlord may withhold
its consent in its sole and absolute  discretion with respect to any Alterations
which  (i)  may  affect  the  structural  components  of  the  Building,  or the
Building's mechanical,  electrical, heating, ventilating,  air-conditioning,  or
life  safety  systems,  or (ii) are  visible  from  outside  the  Premises.  The
construction  of the initial  improvements  to the Premises shall be governed by
the terms of the Tenant Work Letter,  attached hereto as Exhibit D,  and not the
terms of this Article 8.

     8.2 Manner of  Construction.  Landlord  may impose,  as a condition  of its
consent  to any and all  Alterations  or repairs  of the  Premises  or about the
Premises,  such  requirements  as Landlord in its discretion may deem desirable,
including,  but not limited  to, the  requirement  that Tenant  utilize for such
purposes  only  contractors,  materials,  mechanics and  materialmen  reasonably
approved by Landlord.  Tenant shall construct such  Alterations and perform such
repairs in conformance  with any and all applicable rules and regulations of any
federal,  state,  county or municipal  code or ordinance and pursuant to a valid
building  permit,  issued  by  the  City  of Los  Angeles  in  conformance  with
Landlord's  construction  rules and  regulations.  All work with  respect to any
Alterations  must  be done  in a good  and  workmanlike  manner  and  diligently
prosecuted to  completion  to the end that the Premises  shall at all times be a
complete unit except  during the period of work.  In performing  the work of any
such Alterations,  Tenant shall have the work performed in such manner as not to
obstruct  access to the Building or Building  Complex or the common areas by any
other  tenant of the  Building  Complex,  and as not to obstruct the business of
Landlord or other tenants in the Building  Complex,  or interfere with the labor
force working in the Building Complex.  If Tenant makes any Alterations,  Tenant
agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord
covering  the  construction  of such  Alterations,  and such other  insurance as
Landlord  may  require,  it  being  understood  and  agreed  that  all  of  such
Alterations  shall be insured by Tenant  pursuant  to  Article 10  of this Lease
immediately  upon  completion  thereof.   In  addition,   with  respect  to  any
Alterations which cost in excess of $50,000.00, Landlord may, in its discretion,
require  Tenant (if Tenant has  previously  been in default under this Lease) or
any subtenant or assignee of Tenant to obtain a lien and completion bond or some
alternate form of security  satisfactory to Landlord in an amount  sufficient to
ensure the lien-free  completion of such  Alterations  and naming  Landlord as a
co-obligee. Upon completion of any Alterations,  Tenant shall (i) cause a timely
Notice of Completion to be recorded in the office of the Recorder of Los Angeles
County in  accordance  with the terms of  Section 3093  of the Civil Code of the
State of  California  or any  successor  statute,  (ii)  deliver to the Building
Complex  management office a reproducible copy of the "as built" drawings of the
Alterations,  and (iii)  deliver to Landlord  evidence of payment,  contractors'
affidavits  and full and  final  waivers  of all liens for  labor,  services  or
materials.
                                       9
<PAGE>
     8.3 Payment for  Alterations.  If Tenant orders any  Alterations  or repair
work directly from Landlord,  Tenant shall pay to Landlord, within ten (10) days
after demand,  all reasonable  charges for such work,  including a percentage of
the cost of such work (such  percentage to be established on a uniform basis for
the Building and shall not exceed ten percent (10%) of such cost)  sufficient to
compensate Landlord for all overhead,  general conditions,  fees and other costs
and expenses arising from Landlord's  involvement with such work. If Tenant does
not order any work  directly from  Landlord,  Tenant shall  reimburse  Landlord,
within ten (10) days after demand, for Landlord's reasonable out-of-pocket costs
and expenses  incurred in connection with Landlord's review of such work, plus a
Landlord administrative fee not to exceed five percent (5%) of the total cost of
such work, which fee shall be applicable only to Alterations  constructed  after
the construction of initial Tenant  Improvements (as such term is defined in the
Tenant Work Letter, attached hereto as Exhibit D) to the Premises.

     8.4 Landlord's Property.  All Alterations,  improvements and fixtures which
may be installed or placed in or about the Premises, and all signs installed in,
on or about the Premises, from time to time, shall be at the sole cost of Tenant
and shall be and become the property of Landlord. Notwithstanding the following,
Landlord  may, by written  notice to Tenant  prior to the end of the Lease Term,
require Tenant at Tenant's  expense to remove any Alterations  from the Premises
and repair any damage to the Premises and Building  caused by such  removal.  If
Tenant fails to complete  such removal  prior and/or to repair any damage caused
by the removal of any Alterations by the end of the Lease Term,  Landlord may do
so and may charge the cost thereof to Tenant.

                                   ARTICLE 9

                             COVENANT AGAINST LIENS

     Tenant has no authority or power to cause or permit any lien or encumbrance
of any kind  whatsoever,  whether created by act of Tenant,  operation of law or
otherwise,  to attach  to or be placed  upon the Real  Property  or any  portion
thereof,  and any and all liens and encumbrances  created by Tenant shall attach
to Tenant's  interest  only.  Landlord shall have the right at all times to post
and keep  posted  on the  Premises  any  notice  which it  deems  necessary  for
protection from such liens.  Tenant covenants and agrees not to suffer or permit
any lien of mechanics  or  materialmen  or others to be placed  against the Real
Property or any portion  thereof,  with  respect to work or services  claimed to
have been performed for or materials claimed to have been furnished to Tenant or
the  Premises,  and, in case of any such lien  attaching  or notice of any lien,
Tenant  covenants and agrees to cause it to be immediately  released and removed
of record.  Notwithstanding anything to the contrary set forth in this Lease, in
the event  that such lien is not  released  and  removed  on or before  the date
occurring  five (5) days after  notice of such lien is  delivered by Landlord to
Tenant,  Landlord, at its sole option, may immediately take all action necessary
to release and remove such lien,  without any duty to  investigate  the validity
thereof, and all sums, costs and expenses,  including reasonable attorneys' fees
and costs,  incurred by Landlord  in  connection  with such lien shall be deemed
Additional  Rent under this Lease and shall  immediately  be due and  payable by
Tenant.

                                   ARTICLE 10

                                   INSURANCE

     10.1  Indemnification and Waiver.  Tenant hereby assumes all risk of damage
to property  and injury to persons in, on or about the  Premises  from any cause
whatsoever,  and agrees that, to the extent not prohibited by law, Landlord, its
partners   and   subpartners,   and  their   respective   officers,   directors,
shareholders,  agents, property managers,  employees and independent contractors
(collectively,  the "Landlord  Parties") shall not be liable for, and are hereby
released from any responsibility for, any damage either to person or property or
resulting  from the loss of use thereof,  which damage is sustained by Tenant or
by other  persons  claiming  through  Tenant.  Tenant shall  indemnify,  defend,
protect and hold  harmless  the  Landlord  Parties  from and against any and all
loss, cost, damage, expense, claims and liability,  including without limitation
court costs and reasonable  attorneys' fees (collectively  "Claims") incurred in
connection  with or arising from any cause in, on or about the Premises,  and/or
any acts,  omissions  or  negligence  of Tenant or of any  person  claiming  by,
through or under Tenant, or of the contractors,  agents, employees, licensees or
invitees  of  Tenant  or any such  person  in,  on or about  the Real  Property,
provided that the terms of the foregoing  indemnity  shall not apply to: (i) any
Claims to the extent resulting from the gross  negligence or willful  misconduct
of Landlord or the Landlord  Parties and not insured (or required to be insured)
by Tenant under this Lease; or (ii) any loss of or damage to Landlord's property
to the extent  Landlord has waived such loss or damage  pursuant to Section 10.4
below. Tenant's agreement to indemnify Landlord pursuant to this Section 10.1 is
not  intended  and shall not relieve any  insurance  carrier of its  obligations
under  policies  required to be carried by Tenant  pursuant to the  provision of
this Lease. The provisions of this Section 10.1  shall survive the expiration or
sooner  termination of this Lease with respect to any Claims  occurring prior to
such expiration or termination.
                                       10
<PAGE>

     10.2 Landlord's Insurance.  Landlord shall procure and maintain, during the
Lease Term, fire and extended coverage insurance (all risk form) on the Building
(excluding at Landlord's option, the items Tenant is required to insure pursuant
to  Section 10.3.2)  in the amount of the full replacement cost of the Building.
In addition,  Landlord shall carry  commercial  general  liability  insurance in
amounts reasonably  determined by Landlord.  The cost of such insurance shall be
included as part of the Operating  Expenses.  Tenant shall, at Tenant's expense,
comply with all  insurance  company  requirements  pertaining  to the use of the
Premises.  If Tenant's conduct or use of the Premises causes any increase in the
premium for any  insurance  policies  carried by  Landlord,  then  Tenant  shall
reimburse  Landlord for any such increase.  Tenant, at Tenant's  expense,  shall
comply with all rules,  orders,  regulations  or  requirements  of the  American
Insurance  Association  (formerly the National Board of Fire  Underwriters)  and
with any similar body.

     10.3 Tenant's  Insurance.  Tenant shall maintain the following coverages in
the  following  amounts at all times  following the date (the  "Insurance  Start
Date") which is the earlier of (i)  Tenant's  entry into the Premises to perform
any work therein, or (ii) the Lease Commencement Date, and continuing thereafter
throughout the Lease Term:

          10.3.1  Commercial  General Liability  Insurance  covering the insured
     against  claims of bodily  injury,  personal  injury  and  property  damage
     arising  out of  Tenant's  operations,  assumed  liabilities  or use of the
     Premises, including a Commercial General Liability endorsement covering the
     insuring  provisions  of this  Lease and the  performance  by Tenant of the
     indemnity agreements set forth in Section 10.1 of this Lease, for limits of
     liability not less than: (i) Bodily Injury and Property Damage  Liability -
     $5,000,000  each  occurrence  and  $5,000,000  annual  aggregate,  and (ii)
     Personal  Injury  Liability - $5,000,000  each  occurrence  and  $5,000,000
     annual aggregate.

          10.3.2 Physical Damage  Insurance  covering (i) all office  furniture,
     trade  fixtures,  office  equipment,  merchandise  and all  other  items of
     Tenant's  property on the Premises  installed by, for, or at the expense of
     Tenant,  (ii) the  "Tenant  Improvements,"  as that term is  defined in the
     Tenant Work Letter,  and (iii) all Alterations and other  improvements  and
     additions in and to the  Premises.  Such  insurance  shall be written on an
     "all  risks"  of  physical  loss  or  damage  basis,   for  the  guaranteed
     replacement  cost  value new  without  deduction  for  depreciation  of the
     covered  items and in  amounts  that meet any  co-insurance  clauses of the
     policies of insurance and shall include a vandalism and malicious  mischief
     endorsement,  sprinkler  leakage coverage and earthquake  sprinkler leakage
     coverage.

          10.3.3  Business   interruption,   loss-of-income   and  extra-expense
     insurance in such amounts as will  reimburse  Tenant for direct or indirect
     loss of earnings  attributable  to all perils  commonly  insured against by
     prudent  tenants or attributable to prevention of access to the Premises or
     to the Building as a result of such perils.

          10.3.4 Form of Policies.  The minimum  limits of policies of insurance
     required of Tenant  under this Lease shall in no event limit the  liability
     of Tenant under this Lease.  Such insurance shall:  (i) name Landlord,  and
     any  other  party  it  so  specifies,   as  an  additional  insured;   (ii)
     specifically  cover the  liability  assumed  by Tenant  under  this  Lease,
     including,  but not limited to, Tenant's  obligations under Section 10.1 of
     this Lease;  (iii) be issued by an insurance company having a rating of not
     less than A-VIII in Best's Insurance Guide or which is otherwise acceptable
     to Landlord  and  licensed  (or  qualified)  to do business in the State of
     California;  (iv) be  primary  insurance  as to all claims  thereunder  and
     provide  that  any   insurance   carried  by  Landlord  is  excess  and  is
     non-contributing with any insurance requirement of Tenant; (v) provide that
     said insurance shall not be canceled or coverage changed unless thirty (30)
     days'  prior  written  notice  shall  have been given to  Landlord  and any
     mortgagee of Landlord;  and (vi) contain a  cross-liability  endorsement or
     severability  of interest  clause  acceptable  to  Landlord.  Tenant  shall
     deliver said policy or policies or  certificates  thereof to Landlord on or
     before the Insurance  Start Date and at least ten (10) business days before
     the expiration dates thereof.

     10.4  Subrogation.  Landlord  and  Tenant  agree to have  their  respective
insurance  companies  issuing  property  damage  insurance  waive any  rights of
subrogation that such companies may have against Landlord or Tenant, as the case
may be.  Landlord and Tenant hereby waive any right that either may have against
the other on account of any loss or damage to their  respective  property to the
extent such loss or damage is insured under property damage  insurance  policies
carried by the waiving  party  under this Lease (or would have been  covered had
the waiving party maintained such insurance as so required under this Lease). If
either  party fails to carry the amounts and types of  insurance  required to be
carried by it pursuant to this Article 10, in addition to any remedies the other
party may have under this Lease,  such failure  shall be deemed to be a covenant
and agreement by such party to  self-insure  with respect to the type and amount
of  insurance  which  such  party so  failed  to  carry,  with  full  waiver  of
subrogation with respect thereto.
                                       11
<PAGE>

     10.5  Additional  Insurance  Obligations.  Tenant  shall carry and maintain
during the entire  Lease Term,  at  Tenant's  sole cost and  expense,  increased
amounts of the  insurance  required  to be carried  by Tenant  pursuant  to this
Article 10,  and such other reasonable  types of insurance  coverage and in such
reasonable amounts covering the Premises and Tenant's operations therein, as may
be  reasonably  requested  by  Landlord,  but in no event  shall such  increased
amounts of insurance or such other reasonable types of insurance be in excess of
that  required by landlords of buildings  comparable to the Building and located
in the vicinity of the Building Complex.

                                   ARTICLE 11

                             DAMAGE AND DESTRUCTION

     11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify
Landlord of any damage to the Premises resulting from fire or any other casualty
or any  condition  existing  in the  Premises  as a  result  of a fire or  other
casualty that would give rise to the terms of this  Article 11.  If the Premises
or any common areas of the Building  Complex serving or providing  access to the
Premises shall be damaged by fire or other casualty or be subject to a condition
existing as a result of a fire or other  casualty,  Landlord  shall promptly and
diligently,  subject to  reasonable  delays for  insurance  adjustment  or other
matters beyond Landlord's  reasonable control, and subject to all other terms of
this  Article 11,  restore the base,  shell,  and core of the  Premises and such
common  areas  to  substantially  the same  condition  as  existed  prior to the
casualty,  except for  modifications  required by zoning and building  codes and
other  laws or by the  holder of a  mortgage  on the  Building  Complex  (or any
portion thereof) or any other modifications to the common areas deemed desirable
by  Landlord,  provided  that access to the  Premises  and any common  restrooms
serving the Premises shall not be materially impaired. Notwithstanding any other
provision  of this Lease,  upon the  occurrence  of any damage to the  Premises,
Tenant  shall assign to Landlord (or to any party  designated  by Landlord)  all
insurance  proceeds  payable to Tenant under Tenant's  insurance  required under
Section 10.3.2(ii)  and 10.3.2(iii) of this Lease, and Landlord shall repair any
injury or damage to the Tenant  Improvements  and  Alterations  installed in the
Premises  and shall return such Tenant  Improvements  and  Alterations  to their
original condition; provided that if the cost of such repair by Landlord exceeds
the amount of insurance  proceeds  received by Landlord from Tenant's  insurance
carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant
to Landlord prior to Landlord's  repair of the damage.  In connection  with such
repairs  and   replacements,   Tenant  shall,   prior  to  the  commencement  of
construction, submit to Landlord, for Landlord's review and approval, all plans,
specifications and working drawings relating thereto,  and Landlord shall select
the contractors to perform such improvement  work.  Landlord shall not be liable
for any  inconvenience  or  annoyance  to Tenant or its  visitors,  or injury to
Tenant's  business  resulting in any way from such damage or the repair thereof;
provided  however,  that if such fire or other  casualty  shall have damaged the
Premises or common areas necessary to Tenant's occupancy,  and if such damage is
not the result of the  negligence  or willful  misconduct  of Tenant or Tenant's
agents,  employees,  contractors,  licensees or invitees,  Landlord  shall allow
Tenant a  proportionate  abatement of Base Rent,  and  Tenant's  Share of Direct
Expenses  during the time and to the extent the Premises are unfit for occupancy
for the  purposes  permitted  under this Lease,  and not occupied by Tenant as a
result thereof.

     11.2 Landlord's Option to Repair. Notwithstanding the terms of Section 11.1
of this Lease,  Landlord  may elect not to rebuild  and/or  restore the Premises
and/or  Building  and/or any other  portion of the Building  Complex and instead
terminate this Lease by notifying Tenant in writing of such  termination  within
sixty (60) days after the date of damage,  such notice to include a  termination
date giving Tenant sixty (60) days to vacate the  Premises,  but Landlord may so
elect only if the Building Complex shall be damaged by fire or other casualty or
cause or be subject to a condition  existing as a result of such a fire or other
casualty or cause, whether or not the Premises are affected,  and one or more of
the following  conditions is present: (i) repairs cannot reasonably be completed
within one hundred  eighty  (180) days of the date of damage  (when such repairs
are made without the payment of overtime or other premiums);  (ii) the holder of
any  mortgage  on the Real  Property or ground  lessor with  respect to the Real
Property  shall  require that the insurance  proceeds or any portion  thereof be
used to retire the mortgage  debt, or shall  terminate the ground lease,  as the
case may be; or (iii) the damage or condition arising as a result of such damage
is not fully covered,  except for deductible  amounts,  by Landlord's  insurance
policies.  In  addition,  if the  Premises,  the  Building or any portion of the
Building  Complex is destroyed or damaged to any  substantial  extent during the
last  twelve  (12)  months  of the Lease  Term,  then  notwithstanding  anything
contained in this  Article 11,  Landlord shall have the option to terminate this
Lease by giving  written  notice to Tenant of the exercise of such option within
thirty  (30) days after such  damage or  destruction,  in which event this Lease
shall cease and terminate as of the date of such notice.  Upon such  termination
of this Lease pursuant to this Section 11.2,  Tenant shall pay the Base Rent and
Additional Rent, properly  apportioned up to such date of damage (subject to any
abatement as provided in  Section 11.1  above),  and both  parties  hereto shall
thereafter be freed and discharged of all further obligations hereunder,  except
as provided  for in  provisions  of this Lease which by their terms  survive the
expiration or earlier termination of this Lease Term.
                                       12
<PAGE>
     11.3  Waiver  of  Statutory  Provisions.  The  provisions  of  this  Lease,
including this Article 11,  constitute an express agreement between Landlord and
Tenant with respect to any and all damage to, or destruction of, all or any part
of the Real Property,  and any statute or regulation of the State of California,
including,  without  limitation,  Section 1932(2)  and 1933(4) of the California
Civil  Code,  with  respect to any rights or  obligations  concerning  damage or
destruction in the absence of an express agreement between the parties,  and any
other  statute  or  regulation,  now or  hereafter  in  effect,  shall  have  no
application to this Lease or any damage or destruction to all or any part of the
Real Property.

                                   ARTICLE 12

                                  CONDEMNATION

     If ten percent  (10%) or more of the Premises or Building  Complex shall be
taken by power of eminent domain or condemned by any competent authority for any
public or  quasi-public  use or purpose,  or if  Landlord  shall grant a deed or
other  instrument  in lieu of such  taking by  eminent  domain or  condemnation,
Landlord  shall have the option to  terminate  this Lease upon ninety (90) days'
notice to Tenant, provided such notice is given no later than one hundred eighty
(180)  days  after  the  date of  such  taking,  condemnation,  reconfiguration,
vacation,  deed or other instrument.  If more than twenty-five  percent (25%) of
the rentable  square feet of the Premises is taken, or if access to the Premises
is substantially impaired as a result of any taking of all or any portion of the
Building  Complex,  Tenant  shall have the option to  terminate  this Lease upon
ninety (90) days'  notice to  Landlord,  provided  such notice is given no later
than one hundred eighty (180) days after the date of such taking. Landlord shall
be  entitled  to receive the entire  award or payment in  connection  therewith,
except that Tenant shall have the right to file any separate claim  available to
Tenant for any taking of Tenant's  personal  property and fixtures  belonging to
Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the
terms  of this  Lease,  and for  moving  and  relocation  expenses  and  loss of
goodwill,  so long as such  claim  does not  diminish  the  award  available  to
Landlord,  its ground lessor with respect to the Real Property or its mortgagee,
and such claim is payable separately to Tenant. All Rent shall be apportioned as
of the date of such  termination,  or the date of such taking,  whichever  shall
first occur.  If any part of the Premises  shall be taken,  and this Lease shall
not be so terminated,  the Base Rent and Tenant's Share of Direct Expenses shall
be  proportionately  abated.  Tenant  hereby  waives any and all rights it might
otherwise  have pursuant to  Section 1265.130  of the  California  Code of Civil
Procedure.

                                   ARTICLE 13

                           COVENANT OF QUIET ENJOYMENT

     Landlord  covenants that Tenant,  on paying the Rent,  charges for services
and other payments herein reserved and on keeping,  observing and performing all
the  other  terms,  covenants,  conditions,  provisions  and  agreements  herein
contained  on the part of  Tenant to be kept,  observed  and  performed,  shall,
during the Lease Term,  peaceably and quietly have,  hold and enjoy the Premises
subject to the terms,  covenants,  conditions,  provisions and agreements hereof
without  interference by any persons lawfully  claiming by or through  Landlord.
The  foregoing  covenant  is in lieu of any other  covenant  express or implied.

                                   ARTICLE 14

                            ASSIGNMENT AND SUBLETTING

     14.1  Transfers.  Tenant shall not,  without the prior  written  consent of
Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach to, or otherwise transfer,  this Lease or any interest hereunder,  permit
any  assignment or other such  foregoing  transfer of this Lease or any interest
hereunder  by  operation of law,  sublet the  Premises or any part  thereof,  or
permit  the  use of the  Premises  by any  persons  other  than  Tenant  and its
employees  (all  of  the  foregoing  are  hereinafter   sometimes   referred  to
collectively  as  "Transfers"  and any  person to whom any  Transfer  is made or
sought to be made is hereinafter  sometimes  referred to as a "Transferee").  If
Tenant  shall desire  Landlord's  consent to any  Transfer,  Tenant shall notify
Landlord in writing,  which notice (the "Transfer Notice") shall include (i) the
proposed effective date of the Transfer, which shall not be less than forty-five
(45) days nor more than one hundred eighty (180) days after the date of delivery
of the Transfer Notice,  (ii) a description of the portion of the Premises to be
transferred  (the  "Subject  Space"),  (iii)  all of the  terms of the  proposed
Transfer  and  the  consideration  therefor,  including  a  calculation  of  the
"Transfer  Premium,"  as  that  term  is  defined  in  Section 14.3,  below,  in
connection with such Transfer,  the name and address of the proposed Transferee,
and a copy of all  existing  and/or  proposed  documentation  pertaining  to the
proposed Transfer,  including all existing operative documents to be executed to
evidence such Transfer or the agreements incidental or related to such Transfer,
(iv) current  financial  statements of the proposed  Transferee  certified by an
officer,  partner or owner thereof,  and (v) such other  information as Landlord
may  reasonably  require.  Any Transfer  made without  Landlord's  prior written
consent shall, at Landlord's  option, be null, void and of no effect, and shall,
at Landlord's  option,  constitute a default by Tenant under  Section 19.1.7  of
this Lease.  Whether or not Landlord consents to any proposed  Transfer,  Tenant
shall pay Landlord's review and processing fees, as well as any reasonable legal
fees  incurred by Landlord,  within  thirty (30) days after  written  request by
Landlord.
                                       13
<PAGE>
     14.2  Landlord's  Consent.  Subject to  Landlord's  rights in  Section 14.4
below,  Landlord  shall not  unreasonably  withhold  or delay its consent to any
proposed  Transfer of the Subject Space to the Transferee on the terms specified
in the Transfer  Notice.  The parties hereby agree that it shall be deemed to be
reasonable  under  this  Lease and  under any  applicable  law for  Landlord  to
withhold  consent to any proposed  Transfer  where one or more of the  following
apply,  without  limitation  as to  other  reasonable  grounds  for  withholding
consent:

          14.2.1 The  Transferee is of a character or reputation or engaged in a
     business which is not consistent with the quality of the Building Complex;

          14.2.2  The  Transferee's  intended  use of the  Subject  Space is not
     permitted under this Lease;

          14.2.3 The Transferee is a governmental entity or agency;

          14.2.4 The  Transferee  is not a party of reasonable  financial  worth
     and/or financial stability in light of the responsibilities  involved under
     the Lease on the date consent is requested;

          14.2.5 The proposed  Transfer  would cause Landlord to be in violation
     of another lease or agreement to which  Landlord is a party,  or would give
     an occupant of the Building Complex a right to cancel its lease; or

          14.2.6 Either the proposed  Transferee,  or any person or entity which
     directly or  indirectly,  controls,  is  controlled  by, or is under common
     control with, the proposed  Transferee,  (i) occupies space in the Building
     Complex at the time of the request for consent,  (ii) is  negotiating  with
     Landlord to lease space in the Building  Complex at such time, or (iii) has
     negotiated  with  Landlord  during  the six  (6)-month  period  immediately
     preceding the Transfer Notice.

     If  Landlord  consents  to any  Transfer  pursuant  to the  terms  of  this
Section 14.2 (and does not exercise any recapture rights Landlord may have under
Section 14.4 of this Lease),  Tenant may within six (6) months after  Landlord's
consent,  but not later than the expiration of said six-month period, enter into
such Transfer of the Premises or portion thereof,  upon  substantially  the same
terms and conditions as are set forth in the Transfer Notice furnished by Tenant
to Landlord  pursuant to Section 14.1 of this Lease,  provided that if there are
any changes in the terms and  conditions  from those  specified  in the Transfer
Notice (i) such that Landlord  would  initially have been entitled to refuse its
consent to such Transfer under this Section 14.2,  or (ii) which would cause the
proposed  Transfer to be more  favorable  to the  Transferee  than the terms set
forth in Tenant's  original  Transfer  Notice,  Tenant  shall  again  submit the
Transfer to Landlord for its approval and other action under this Article 14.

     14.3 Transfer Premium.  If Landlord consents to a Transfer,  as a condition
thereto  which the  parties  hereby  agree is  reasonable,  Tenant  shall pay to
Landlord fifty percent (50%) of the "Transfer  Premium," as that term is defined
in this  Section 14.3,  received  by  Tenant  from  such  Transferee.  "Transfer
Premium" shall mean all rent,  additional rent or other consideration payable by
such  Transferee in connection  with the Transfer which is in excess of the Rent
payable by Tenant  under this Lease  during the term of the  Transfer,  on a per
rentable  square  foot basis if less than all of the  Premises  is  transferred,
after deducting the reasonable  expenses incurred by Tenant for (i) any changes,
alterations  and  improvements  to the Premises in connection with the Transfer,
and (ii) any brokerage  commissions in connection  with the Transfer.  "Transfer
Premium"  shall also  include,  but not be limited to, key money and bonus money
paid by Transferee to Tenant in connection  with such Transfer,  and any payment
in excess of fair market value for services  rendered by Tenant to Transferee or
for assets, fixtures,  inventory,  equipment, or furniture transferred by Tenant
to Transferee in connection with such Transfer.

     14.4 Landlord's Option as to Subject Space. Notwithstanding anything to the
contrary  contained  in this  Article 14,  in the event Tenant  contemplates  an
assignment or subletting of all or a portion of the Premises,  Tenant shall give
Landlord  notice  (the  "Intention  to Transfer  Notice")  of such  contemplated
assignment  or  subletting  (whether  or  not  the  terms  of  the  contemplated
assignment or subletting have been determined). The Intention to Transfer Notice
shall specify the portion of and amount of rentable  square feet of the Premises
which Tenant intends to assign or sublet (the  "Contemplated  Transfer  Space"),
the  contemplated  date  of  commencement  of  the  contemplated  assignment  or
subletting (the "Contemplated  Effective Date"), and the contemplated  length of
the term of such contemplated  subletting or assignment,  and shall specify that
such  Intention to Transfer  Notice is  delivered  to Landlord  pursuant to this
Section 14.4  in order to allow Landlord to elect to recapture the  Contemplated
                                       14
<PAGE>

Transfer  Space  for the term set forth in the  Intention  to  Transfer  Notice.
Thereafter,  Landlord shall have the option,  by giving written notice to Tenant
within thirty (30) days after receipt of any  Intention to Transfer  Notice,  to
recapture  the  Contemplated  Transfer  Space;  provided,  however,  if Landlord
delivers such recapture notice to Tenant, Tenant shall have the right to rescind
and  withdraw  its  Intention to Transfer  Notice,  in which  event,  Landlord's
exercise of its right to recapture shall be ineffective, but Tenant shall not be
permitted  to enter into a Transfer  with respect to the  Contemplated  Transfer
Space without first serving  Landlord a subsequent  Intention to Transfer Notice
therefor pursuant to the provisions of this Section 14.4.  If Tenant does not so
timely rescind,  then such recapture by Landlord shall cancel and terminate this
Lease with respect to such  Contemplated  Transfer Space as of the  Contemplated
Effective Date until the last day of the term of the contemplated  assignment or
subletting as set forth in the Intention to Transfer  Notice.  In the event of a
recapture by Landlord, if this Lease shall be canceled with respect to less than
the entire Premises,  the Rent reserved herein shall be prorated on the basis of
the number of rentable  square  feet  retained  by Tenant in  proportion  to the
number of rentable  square feet contained in the Premises,  and this Lease as so
amended shall continue  thereafter in full force and effect, and upon request of
either party,  the parties shall execute  written  confirmation  of the same. If
Landlord  declines,  or fails to elect in a timely  manner,  to  recapture  such
Contemplated Transfer Space under this Section 14.4,  then, subject to the other
terms of this  Article 14,  for a  period  of six (6)  months  (the  "Six  Month
Period")  commencing  on the last day of such thirty  (30) day period,  Landlord
shall not have any right to  recapture  the  Contemplated  Transfer  Space  with
respect to any  assignment  or  subletting  made  during  the Six Month  Period,
provided that any such  assignment or subletting is  substantially  on the terms
set forth in the  Intention to Transfer  Notice,  and provided  further that any
such  assignment or subletting  shall be subject to the remaining  terms of this
Article 14. If such an assignment or subletting is not so consummated within the
Six Month Period (or if an assignment or subletting is so consummated, then upon
the expiration of the term of any assignment or subletting of such  Contemplated
Transfer Space consummated within such Six Month Period),  Tenant shall again be
required to submit a new  Intention to Transfer  Notice to Landlord with respect
any   contemplated   assignment  or  subletting,   as  provided  above  in  this
Section 14.4.

     14.5 Effect of Transfer. If Landlord consents to a Transfer,  (i) the terms
and  conditions  of this Lease  shall in no way be deemed to have been waived or
modified,  (ii) such consent shall not be deemed consent to any further Transfer
by either  Tenant or a  Transferee,  (iii)  Tenant  shall  deliver to  Landlord,
promptly  after  execution,  an  original  executed  copy  of all  documentation
pertaining  to the Transfer in form  reasonably  acceptable  to  Landlord,  (iv)
Tenant shall furnish upon Landlord's request a complete statement,  certified by
an independent certified public accountant, or Tenant's chief financial officer,
setting  forth in detail the  computation  of any  Transfer  Premium  Tenant has
derived and shall  derive from such  Transfer,  and (v) no Transfer  relating to
this Lease or  agreement  entered  into with  respect  thereto,  whether with or
without Landlord's  consent,  shall relieve Tenant or any guarantor of the Lease
from  liability  under this Lease.  Landlord or its  authorized  representatives
shall have the right at all  reasonable  times to audit the books,  records  and
papers of Tenant  relating  to any  Transfer,  and shall  have the right to make
copies  thereof.  If the Transfer  Premium with respect to any Transfer shall be
found understated,  Tenant shall,  within thirty (30) days after demand, pay the
deficiency and Landlord's costs of such audit.

     14.6  Additional  Transfers.   For  purposes  of  this  Lease,  subject  to
Section 14.7  below,  the term "Transfer"  shall also include (i) if Tenant is a
partnership, the withdrawal or change, voluntary, involuntary or by operation of
law, of fifty percent (50%) or more of the partners,  or transfer of twenty-five
percent or more of partnership interests,  within a twelve (12)-month period, or
the dissolution of the partnership without immediate reconstitution thereof, and
(ii) if Tenant is a closely held corporation  (i.e., whose stock is not publicly
held  and  not  traded  through  an  exchange  or  over  the  counter),  (A) the
dissolution, merger, consolidation or other reorganization of Tenant, or (B) the
sale or other  transfer of more than an aggregate of fifty  percent (50%) of the
voting  shares of Tenant  (other than to immediate  family  members by reason of
gift or death),  within a twelve (12)-month  period, or (C) the sale,  mortgage,
hypothecation  or pledge of more than an aggregate of fifty percent (50%) of the
value of the unencumbered assets of Tenant within a twelve (12) month period.

     14.7  Affiliated  Companies/Restructuring  of  Business  Organization.  The
assignment  or  subletting  by Tenant of all or any portion of this Lease or the
Premises to (i) a parent or subsidiary of Tenant,  or (ii) any  person or entity
which  controls,  is  controlled  by or under common  control  with  Tenant,  or
(iii) any  entity  which  purchases  all or  substantially  all of the assets of
Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such
persons or  entities  described  in (i),  (ii),  (iii) and (iv) being  sometimes
hereinafter  referred to as  "Affiliates")  shall not be deemed a Transfer under
this Article 14 and thus shall not be subject to the provisions of Sections 14.3
and 14.4 above, provided that:

          14.7.1 Any such  Affiliate was not formed as a subterfuge to avoid the
     obligations of this Article 14;

          14.7.2 Tenant gives  Landlord  prior notice of any such  assignment or
     sublease to an Affiliate;
                                       15
<PAGE>

          14.7.3 The  successor  of Tenant and Tenant  have as of the  effective
     date of any such  assignment  or  sublease  a tangible  net  worth,  in the
     aggregate,  computed  in  accordance  with  generally  accepted  accounting
     principles  (but  excluding  goodwill as an asset),  which is sufficient to
     meet the obligations of Tenant under this Lease;

          14.7.4 Any such  assignment or sublease shall be subject to all of the
     terms and  provisions of this Lease,  and such assignee or sublessee  shall
     assume,  in a written  document  reasonably  satisfactory  to Landlord  and
     delivered  to  Landlord  upon  or  prior  to the  effective  date  of  such
     assignment  or  sublease,  all the  obligations  of Tenant under this Lease
     (provided, however, no such written assignment shall be required where only
     stock (and no assets) are  transferred in connection  with any  transaction
     described in the foregoing provisions of this Section 14.7); and

          14.7.5  Tenant and any  guarantor  shall  remain  fully liable for all
     obligations to be performed by Tenant under this Lease.

     14.8 Permitted Subleases.  Notwithstanding the foregoing provisions of this
Article 14  to the  contrary,  Tenant shall have the right to  sublease,  in the
aggregate,  up to twenty-five  percent (25%) of the  rentable square feet of the
Premises  to any  person or entity  which is a client or  customer  of Tenant or
which is providing  service for Tenant or Tenant's  clients,  without  having to
obtain  Landlord's  prior  consent  and  without  being  subject  to  Landlord's
recapture  right in  Section 14.4  above or  Landlord's  right  to  receive  any
Transfer Premium in Section 14.3  above, so long as (i) Tenant provides Landlord
notice of such sublease, the identity of the sublessee and terms of the sublease
at least ten (10)  business  days prior to the  effective  date of the sublease,
(ii) such sublease shall be subject and subordinate to, and the sublessee agrees
in writing  delivered to Landlord prior to the effective date of the sublease to
be bound by, all of the terms and provisions of this Lease, (iii) there shall be
no separate  demising  walls or separate  entrance  doors for the portion of the
subleased  Premises,  (iv) the term of such sublease shall be no longer than one
(1) year, and (v) such  sublease or relationship was not created or entered into
as a subterfuge to avoid the obligations set forth in this  Article 14.

                                   ARTICLE 15

                             SURRENDER OF PREMISES;
                            REMOVAL OF TRADE FIXTURES

     15.1  Surrender of Premises.  No act or thing done by Landlord or any agent
or employee of Landlord  during the Lease Term shall be deemed to  constitute an
acceptance  by  Landlord of a surrender  of the  Premises  unless such intent is
specifically  acknowledged in a writing signed by Landlord. The delivery of keys
to the  Premises to  Landlord  or any agent or  employee  of Landlord  shall not
constitute a surrender of the  Premises or effect a  termination  of this Lease,
whether or not the keys are thereafter retained by Landlord, and notwithstanding
such  delivery  Tenant  shall be  entitled  to the  return  of such  keys at any
reasonable  time upon request until this Lease shall have been  terminated.  The
voluntary  or other  surrender  of this Lease by  Tenant,  whether  accepted  by
Landlord or not, or a mutual termination hereof, shall not work a merger, and at
the  option of  Landlord  shall  operate as an  assignment  to  Landlord  of all
subleases or subtenancies affecting the Premises.

     15.2  Removal  of Tenant  Property  by Tenant.  All  articles  of  personal
property and all business and trade fixtures, machinery and equipment, furniture
and movable  partitions owned by Tenant or installed by Tenant at its expense in
the Premises, which items are not a part of the tenant improvements installed in
the Premises,  shall remain the property of Tenant, and may be removed by Tenant
at any time during the Lease Term as long as Tenant is not in default under this
Lease with any applicable cure period having expired. Upon the expiration of the
Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject
to the  provisions  of this  Article 15,  quit and  surrender  possession of the
Premises  to  Landlord  in as good  order  and  condition  as when  Tenant  took
possession and as thereafter improved by Landlord and/or Tenant, reasonable wear
and tear and repairs which are specifically made the  responsibility of Landlord
hereunder excepted.  Upon such expiration or termination,  Tenant shall, without
expense to Landlord,  remove or cause to be removed from the Premises all debris
and rubbish, and such items of furniture, equipment, free-standing cabinet work,
and other  articles of personal  property owned by Tenant or installed or placed
by Tenant at its expense in the Premises, and such similar articles of any other
persons claiming under Tenant, as Landlord may, in its sole discretion,  require
to be  removed,  and Tenant  shall  repair at its own  expense all damage to the
Premises and Building resulting from such removal.

                                   ARTICLE 16

                                  HOLDING OVER

     If Tenant  holds  over  after the  expiration  of the Lease  Term,  with or
without the express or implied  consent of Landlord,  such tenancy shall be from
month-to-month  only,  and shall not constitute a renewal hereof or an extension
for any further  term,  and in such case Base Rent shall be payable at a monthly
rate  equal to: (A) for the first two (2) months of the  holdover,  one  hundred
fifty percent (150%) of the greater of (i) the Base Rent  applicable  during the
                                       16
<PAGE>

last  rental  period of the Lease Term under this Lease or (ii) the fair  market
rental rate for the Premises as of the commencement of such holdover period; and
(B) for the remainder of the holdover period,  two hundred percent (200%) of the
greater of (i) the Base Rent  applicable  during the last  rental  period of the
Lease Term under this Lease or (ii) the fair market rental rate for the Premises
as of the third (3rd) month of such holdover period. Such month-to-month tenancy
shall  be  subject  to every  other  applicable  term,  covenant  and  agreement
contained  herein.  Nothing  contained in this Article 16  shall be construed as
consent by  Landlord  to any  holding  over by Tenant,  and  Landlord  expressly
reserves the right to require Tenant to surrender  possession of the Premises to
Landlord as provided in this Lease upon the  expiration or other  termination of
this Lease.  The provisions of this  Article 16  shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord  provided herein
or at law.  Tenant  acknowledges  that if Tenant holds over  without  Landlord's
consent, such holding over may compromise or otherwise affect Landlord's ability
to enter  into new leases  with  prospective  tenants  regarding  the  Premises.
Therefore,  if Tenant fails to surrender  the Premises upon the  termination  or
expiration  of this  Lease,  in addition  to any other  liabilities  to Landlord
accruing therefrom,  Tenant shall protect,  defend,  indemnify and hold Landlord
harmless from and against all Claims  resulting  from such  failure,  including,
without  limiting  the  generality  of the  foregoing,  any  claims  made by any
succeeding  tenant  founded  upon such  failure  to  surrender,  and any  losses
suffered by Landlord,  including  lost profits,  resulting  from such failure to
surrender.

                                   ARTICLE 17

                              ESTOPPEL CERTIFICATES

     Within ten (10) days  following  a request in writing by  Landlord,  Tenant
shall  execute  and  deliver to  Landlord  an  estoppel  certificate  which,  as
submitted by Landlord, shall be substantially in the form of Exhibit E, attached
hereto (or such other form as may be required by any  prospective  mortgagee  or
purchaser of the Building Complex or any portion  thereof),  indicating  therein
any  exceptions  thereto that may exist at that time, and shall also contain any
other information  reasonably  requested by Landlord or Landlord's  mortgagee or
prospective  mortgagee or purchasers.  Tenant shall execute and deliver whatever
other  instruments  may be reasonably  required for such  purposes.  At any time
during the Lease Term,  Landlord may require  Tenant to provide  Landlord with a
current financial statement and financial  statements of the two (2) years prior
to the current  financial  statement year. Such statements  shall be prepared in
accordance  with generally  accepted  accounting  principles and, if such is the
normal practice of Tenant,  shall be audited by an independent  certified public
accountant.  Failure  of Tenant to timely  execute  and  deliver  such  estoppel
certificate or other  instruments shall constitute an acceptance of the Premises
and an  acknowledgment  by  Tenant  that  statements  included  in the  estoppel
certificate are true and correct, without exception.

                                   ARTICLE 18

                                  SUBORDINATION

     This Lease shall be subject  and  subordinate  to any ground or  underlying
leases of the Real Property and to the lien of any mortgages or trust deeds, now
or hereafter in force  against the Real  Property,  if any, and to all renewals,
extensions,  modifications,  consolidations and replacements thereof, and to all
advances  made or hereafter  to be made upon the  security of such  mortgages or
trust deeds, unless the holders of such mortgages or trust deeds, or the lessors
under such ground lease or underlying leases, require in writing that this Lease
be superior thereto. A condition precedent to the subordination of this Lease to
any future ground or underlying  lease or to the lien of any future  mortgage or
deed of  trust  is that  Landlord  shall  obtain  for the  benefit  of  Tenant a
commercially reasonable subordination,  non-disturbance and attornment agreement
from the lessor or lender of such future instrument. Tenant covenants and agrees
in the  event  any  proceedings  are  brought  for the  foreclosure  of any such
mortgage or deed in lieu thereof, to attorn,  without any deductions or set-offs
whatsoever,  to the  purchaser  upon any such  foreclosure  sale or deed in lieu
thereof  if so  requested  to do so by such  purchaser,  and to  recognize  such
purchaser as the lessor under this Lease.  Tenant shall, within five (5) days of
request by Landlord,  execute such further instruments or assurances as Landlord
may  reasonably  deem  necessary  to evidence or confirm  the  subordination  or
superiority of this Lease to any such mortgages,  trust deeds,  ground leases or
underlying  leases  provided that any such  subordination  agreement  contains a
nondisturbance agreement as set forth above. Tenant waives the provisions of any
current or future statute,  rule or law which may give or purport to give Tenant
any right or election to terminate or otherwise  adversely affect this Lease and
the  obligations  of the  Tenant  hereunder  in  the  event  of any  foreclosure
proceeding or sale.
                                       17
<PAGE>

                                   ARTICLE 19

                               DEFAULTS; REMEDIES

     19.1  Defaults.  All  covenants  and  agreements to be kept or performed by
Tenant under this Lease shall be  performed by Tenant at Tenant's  sole cost and
expense  and  without  any  reduction  of  Rent.  The  occurrence  of any of the
following shall constitute a default of this Lease by Tenant:

          19.1.1  Any  failure  by Tenant  to pay any Rent or any  other  charge
     required to be paid under this Lease, or any part thereof,  when due, where
     such failure  continues  for three (3) business  days after notice  thereof
     from Landlord;  provided however, that any such notice shall be in lieu of,
     and not in addition to, any notice required under  California Code of Civil
     Procedure Section 1161 or any similar or successor law; or

          19.1.2  Any  failure  by  Tenant  to  observe  or  perform  any  other
     provision,  covenant or condition of this Lease to be observed or performed
     by Tenant where such failure  continues  for thirty (30) days after written
     notice  thereof from Landlord to Tenant;  provided  however,  that any such
     notice  shall be in lieu of, and not in  addition  to, any notice  required
     under  California  Code of Civil  Procedure  Section 1161 or any similar or
     successor  law; and provided  further that if the nature of such default is
     such that the same  cannot  reasonably  be cured  within a thirty  (30) day
     period,  Tenant  shall  not be  deemed to be in  default  if it  diligently
     commences such cure within such period and thereafter  diligently  proceeds
     to rectify and cure said default, as soon as possible.

     19.2 Remedies Upon Default.  Upon the occurrence of such default by Tenant,
Landlord shall have, in addition to any other remedies  available to Landlord at
law or in  equity,  the  option  to  pursue  any one or  more  of the  following
remedies,  each and all of which shall be cumulative and  nonexclusive,  without
any notice or demand whatsoever.

          19.2.1  Terminate this Lease, in which event Tenant shall  immediately
     surrender the Premises to Landlord,  and if Tenant fails to do so, Landlord
     may, without prejudice to any other remedy which it may have for possession
     or arrearages in rent,  enter upon and take  possession of the Premises and
     expel or  remove  Tenant  and any other  person  who may be  occupying  the
     Premises or any part thereof,  without being liable for  prosecution or any
     claim or  damages  therefor;  and  Landlord  may  recover  from  Tenant the
     following:

               (i) The worth at the time of award of any  unpaid  rent which has
          been earned at the time of such termination; plus

               (ii) The  worth at the time of award of the  amount  by which the
          unpaid rent which would have been earned after  termination  until the
          time of award  exceeds  the  amount of such  rental  loss that  Tenant
          proves could have been reasonably avoided; plus

               (iii) The  worth at the time of award of the  amount by which the
          unpaid  rent for the balance of the Lease Term after the time of award
          exceeds the amount of such rental loss that Tenant  proves  could have
          been reasonably avoided; plus

               (iv) Any other amount  necessary to  compensate  Landlord for all
          the detriment  proximately  caused by Tenant's  failure to perform its
          obligations under this Lease or which in the ordinary course of things
          would be likely to result  therefrom,  specifically  including but not
          limited to, brokerage  commissions and advertising  expenses incurred,
          expenses of remodeling  the Premises or any portion  thereof for a new
          tenant,  whether  for the same or a  different  use,  and any  special
          concessions made to obtain a new tenant; and

               (v) At Landlord's election,  such other amounts in addition to or
          in lieu of the  foregoing  as may be  permitted  from  time to time by
          applicable law.

The term "rent" as used in this  Section 19.2  shall be deemed to be and to mean
all sums of every nature  required to be paid by Tenant pursuant to the terms of
this Lease, whether to Landlord or to others. As used in  Section 19.2.1(i)  and
(ii),  above,  the "worth at the time of award"  shall be  computed  by allowing
interest at the Interest Rate set forth in  Section 4.2.4  of this Lease, but in
no case greater than the maximum  amount of such  interest  permitted by law. As
used in  Section 19.2.1(iii)  above,  the "worth at the time of award"  shall be
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).

          19.2.2  Landlord shall have the remedy  described in California  Civil
     Code  Section 1951.4  (lessor may continue  lease in effect after  lessee's
     breach and  abandonment  and recover  rent as it becomes due, if lessee has
     the right to sublet or assign,  subject  only to  reasonable  limitations).
     Accordingly,  if Landlord does not elect to terminate this Lease on account
     of any  default  by  Tenant,  Landlord  may,  from  time to  time,  without
     terminating  this Lease,  enforce all of its rights and remedies under this
     Lease, including the right to recover all rent as it becomes due.
                                       18
<PAGE>
          19.2.3  Landlord  may,  but shall not be  obligated  to, make any such
     payment  or  perform  or  otherwise  cure any such  obligation,  provision,
     covenant or condition on Tenant's part to be observed or performed (and may
     enter the Premises for such purposes).  In the event of Tenant's failure to
     perform any of its  obligations  or  covenants  under this Lease,  and such
     failure  to perform  poses a material  risk of injury or harm to persons or
     damage to or loss of property,  then Landlord  shall have the right to cure
     or otherwise  perform such  covenant or  obligation  at any time after such
     failure to perform by Tenant, whether or not any such notice or cure period
     set forth in Section 19.1 above has expired. Any such actions undertaken by
     Landlord pursuant to the foregoing  provisions of this Section 19.2.3 shall
     not be deemed a waiver of  Landlord's  rights and  remedies  as a result of
     Tenant's  failure to perform and shall not  release  Tenant from any of its
     obligations under this Lease.

     19.3 Payment by Tenant.  Tenant shall pay to Landlord,  within fifteen (15)
days after delivery by Landlord to Tenant of statements therefor: (i) sums equal
to  expenditures  reasonably  made  and  obligations  incurred  by  Landlord  in
connection  with Landlord's  performance or cure of any of Tenant's  obligations
pursuant to the provisions of  Section 19.2.3  above; and (ii) sums equal to all
expenditures  made  and  obligations  incurred  by  Landlord  in  collecting  or
attempting  to collect the Rent or in  enforcing  or  attempting  to enforce any
rights of  Landlord  under this Lease or  pursuant  to law,  including,  without
limitation,  all legal fees and other amounts so expended.  Tenant's obligations
under this  Section 19.3  shall survive the expiration or sooner  termination of
the Lease Term.

     19.4 Subleases of Tenant.  Whether or not Landlord elects to terminate this
Lease on account of any  default  by  Tenant,  as set forth in this  Article 19,
following any such default by Tenant, Landlord shall have the right to terminate
any and all subleases,  licenses,  concessions or other consensual  arrangements
for  possession  entered  into by Tenant and  affecting  the Premises or may, in
Landlord's  sole  discretion,  succeed to Tenant's  interest in such  subleases,
licenses,  concessions or arrangements.  In the event of Landlord's  election to
succeed to Tenant's  interest in any such  subleases,  licenses,  concessions or
arrangements,  Tenant  shall,  as of the  date of  notice  by  Landlord  of such
election,   have  no  further  right  to  or  interest  in  the  rent  or  other
consideration receivable thereunder.

     19.5 Waiver of Default. No waiver by Landlord of any violation or breach by
Tenant of any of the terms,  provisions and covenants  herein contained shall be
deemed or  construed to  constitute a waiver of any other or later  violation or
breach  by  Tenant  of the  same or any  other  of the  terms,  provisions,  and
covenants  herein  contained.  Forbearance  by Landlord in enforcement of one or
more of the  remedies  herein  provided  upon a default  by Tenant  shall not be
deemed or construed to  constitute a waiver of such default.  The  acceptance of
any Rent hereunder by Landlord following the occurrence of any default,  whether
or not known to  Landlord,  shall  not be  deemed a waiver of any such  default,
except only a default in the payment of the Rent so accepted.

     19.6 Efforts to Relet. For the purposes of this Article 19,  Tenant's right
to possession shall not be deemed to have been terminated by efforts of Landlord
to relet the Premises,  by its acts of maintenance or preservation  with respect
to the Premises, or by appointment of a receiver to protect Landlord's interests
hereunder. The foregoing enumeration is not exhaustive,  but merely illustrative
of acts which may be performed by Landlord without terminating Tenant's right to
possession.

                                   ARTICLE 20

                             [INTENTIONALLY DELETED]


                                   ARTICLE 21

                                      SIGNS

     21.1 Full Floor Tenants.  Subject to Landlord's prior written approval,  in
its  reasonable  discretion,  and  provided  all signs are in  keeping  with the
quality, design and style of the Building Complex,  Tenant, at its sole cost and
expense, may install  identification  signage anywhere in the Premises including
in the elevator  lobbies of the  Building,  provided that such signs must not be
visible from the exterior of the Building.

     21.2  Prohibited  Signage  and Other  Items.  Any  signs,  notices,  logos,
pictures,  names or  advertisements  which are  installed and that have not been
separately approved by Landlord may be removed without notice by Landlord at the
sole expense of Tenant. Except as provided in Section 21.3 below, Tenant may not
install any signs on the exterior or roof of the Building or the common areas of
the Real Property. Any signs, window coverings,  or blinds (even if the same are
located behind the Landlord  approved  window  coverings for the  Building),  or
other items visible from the exterior of the Premises or Building are subject to
the prior written approval of Landlord, in its sole discretion.
                                       19
<PAGE>

     21.3 Building  Exterior Sign.  Subject to Tenant  obtaining the approval of
all applicable governmental entities and Tenant's compliance with all applicable
governmental  laws and  ordinances  and the terms of this  Section 21.3,  Tenant
shall have the right to  install,  at  Tenant's  cost,  one (1) sign  displaying
Tenant's logo and Tenant's name, "StyleClick.com" (or such other trade name used
by Tenant in a majority of its other  locations,  to the extent such other trade
names are not offensive to Landlord in Landlord's  reasonable  discretion)  (the
"Building  Exterior  Sign") on either the top of or at the eyebrow  level of the
exterior of the  Building on the side of the  Building  facing  Goldleaf  Circle
Drive.  The exact location of the Building  Exterior Sign shall be designated by
Landlord. The graphics,  materials,  color, design,  lettering,  lighting, size,
specifications,  and manner of  affixing  the  Building  Exterior  Sign shall be
subject to  Landlord's  approval.  Tenant  shall pay for all costs and  expenses
related to the Building Exterior Sign, including,  without limitation,  costs of
the  design,  construction,  installation,  maintenance,  insurance,  utilities,
repair and replacement of the Building  Exterior Sign.  Tenant shall install and
maintain the Building  Exterior Sign in compliance  with all laws and subject to
the applicable provisions of Articles 8 and 9 above

     21.3.1  Transferability.  The  rights  to the  Building  Exterior  Sign are
personal to the original Tenant  executing this Lease and may not be transferred
or assigned by the  original  Tenant or used by anyone  else.  In  addition,  at
Landlord's  option,  Tenant  shall  no  longer  have the  right to the  Building
Exterior Sign if after the Lease Commencement Date, the original Tenant fails to
occupy at least seventy-five percent (75%) of the Premises.

     21.3.2  Maintenance/Removal.  Should the  Building  Exterior  Sign  require
maintenance,  repairs or  replacement  as determined  in  Landlord's  reasonable
judgment,  Landlord  shall have the right to provide  written  notice thereof to
Tenant and Tenant shall cause such repairs, replacement and/or maintenance to be
performed  within  fifteen (15) days after receipt of such notice from Landlord,
at  Tenant's  sole  cost  and  expense;  provided,  however,  if  such  repairs,
replacement  and/or  maintenance are reasonably  expected to require longer than
fifteen (15) days to perform,  Tenant shall  commence such repairs,  replacement
and/or  maintenance  within such  fifteen  (15) day period and shall  diligently
prosecute such repairs, replacement and maintenance to completion. Should Tenant
fail to perform  such  maintenance,  repairs or  replacement  within the periods
described in the immediately  preceding sentence,  Landlord shall have the right
to cause such work to be performed and to charge  Tenant as Additional  Rent for
the costs of such work. Upon the expiration or earlier termination of this Lease
or the loss of Tenant's rights to the Building  Exterior Sign,  Tenant shall, at
Tenant's sole cost and expense,  cause the Building Exterior Sign to be removed,
and Tenant  shall  repair all damage  (including  discoloration  of the Building
exterior)  occasioned  thereby and restore the affected  areas to their original
condition prior to the  installation of Building  Exterior Sign. If Tenant fails
to remove such sign and repair and restore the affected areas as provided in the
immediately preceding sentence prior to the expiration or earlier termination of
this Lease,  then  Landlord  may perform  such work,  and all costs and expenses
incurred by Landlord in so performing such work shall be reimbursed by Tenant to
Landlord within twenty (20) days after Tenant's receipt of invoice therefor. The
immediately   preceding   sentence  shall  survive  the  expiration  or  earlier
termination of this Lease. Tenant shall be responsible for maintaining insurance
on the Building Exterior Sign as part of the insurance required to be carried by
Tenant pursuant to Article 10 above.

                                   ARTICLE 22

                               COMPLIANCE WITH LAW

     Tenant shall not do anything or suffer  anything to be done in or about the
Premises  which will in any way  conflict  with any law,  statute,  ordinance or
other  governmental  rule,  regulation or requirement  now in force or which may
hereafter be enacted or promulgated.  At its sole cost and expense, Tenant shall
promptly comply with all such governmental  measures (including those pertaining
to  Hazardous  Materials),  other than the making of  structural  changes to the
Building  or  changes  to  the   Building's   base,   shell  and  core   systems
(collectively,  the  "Excluded  Changes"),  except to the extent  such  Excluded
Changes  are  required  due to Tenant's  alterations  to or manner of use of the
Premises.  In  addition,  Tenant  shall fully  comply with all present or future
programs intended to manage parking, transportation or traffic in and around the
Building, and in connection therewith,  Tenant shall take responsible action for
the  transportation  planning and  management  of all  employees  located at the
Premises by working  directly with  Landlord,  any  governmental  transportation
management  organization  or  any  other  transportation-related  committees  or
entities.  The judgment of any court of competent  jurisdiction or the admission
of Tenant in any  judicial  action,  regardless  of whether  Landlord is a party
thereto,  that Tenant has violated any of said governmental  measures,  shall be
conclusive of that fact as between Landlord and Tenant.
                                       20
<PAGE>
                                   ARTICLE 23

                                ENTRY BY LANDLORD

     Landlord  reserves the right at all  reasonable  times and upon  reasonable
notice to the Tenant to enter the Premises to: (i) inspect  them;  (ii) show the
Premises to prospective purchasers,  mortgagees or ground or underlying lessors,
or, during the last twelve (12) months of the Lease Term,  prospective  tenants;
(iii) post notices of  nonresponsibility;  or (iv) alter,  improve or repair the
Premises or the Building if necessary to comply with current  building  codes or
other applicable laws, or for structural alterations, repairs or improvements to
the Building,  or as Landlord may otherwise reasonably desire or deem necessary.
Notwithstanding anything to the contrary contained in this Article 23,  Landlord
may enter the  Premises  at any time,  without  notice  to  Tenant,  to  perform
janitorial  and other services  required of Landlord.  Any such entries shall be
without  the  abatement  of Rent  and  shall  include  the  right  to take  such
reasonable  steps as  required  to  accomplish  the stated  purposes;  provided,
however,  that  any  such  entry  shall  be  accomplished  as  expeditiously  as
reasonably  possible  and in a manner so as to cause as little  interference  to
Tenant as  reasonably  possible.  Tenant hereby waives any claims for damages or
for any injuries or  inconvenience  to or interference  with Tenant's  business,
lost profits, any loss of occupancy or quiet enjoyment of the Premises,  and any
other loss  occasioned  by Landlord's  entry into the Premises.  For each of the
above purposes,  Landlord shall at all times have a key with which to unlock all
the doors in the Premises, excluding Tenant's vaults, safes and special security
areas designated in advance by Tenant. In an emergency,  Landlord shall have the
right to use any means that Landlord may deem proper to open the doors in and to
the Premises. Any entry into the Premises by Landlord in the manner hereinbefore
described  shall not be deemed to be a forcible  or unlawful  entry  into,  or a
detainer of, the Premises,  or an actual or constructive eviction of Tenant from
any portion of the Premises.

                                   ARTICLE 24

                                 TENANT PARKING

     Tenant  shall  rent  throughout  the Lease  Term the  number of  unreserved
parking  passes set forth in  Section 11  of the  Summary,  in  location  in the
Building  Complex  Parking  Area as  designated  by Landlord  from time to time.
During the Lease  Term,  Tenant  shall have the right,  from time to time,  upon
thirty (30) days advance written notice from Tenant to Landlord,  to increase or
decrease the number of unreserved  parking passes which Tenant shall lease,  but
in no event  shall  Tenant at  anytime  lease  less than the number set forth in
Section  11 of the  Summary,  or  more  than an  aggregate  of  eighty-two  (82)
unreserved  parking  passes.  Tenant  shall pay to Landlord  for the use of such
parking  passes,  on a monthly basis,  the prevailing  rate charged from time to
time by Landlord  or  Landlord's  parking  operator  for  parking  passes in the
Building Complex Parking Area where such parking passes are located (the current
parking  rate is  $50.00  per  month  per  unreserved  parking  pass),  plus all
applicable  parking taxes;  provided,  however,  the prevailing  rate charged by
Landlord or Landlord's parking operator for such parking passes shall not exceed
the  rates  charged  by other  landlords  or  parking  operators  of  comparable
first-class  buildings with parking  facilities of comparable size in the Culver
City area which charge for parking.  Tenant's continued right to use the parking
spaces is conditioned upon Tenant abiding by all rules and regulations which are
prescribed  from time to time for the orderly  operation and use of the Building
Complex  Parking  Area and upon  Tenant's  cooperation  in seeing that  Tenant's
employees and visitors also comply with such rules and regulations. In addition,
Landlord  may assign any  parking  spaces  and/or  make all or a portion of such
spaces reserved or institute an attendant-assisted tandem parking program and/or
valet parking program if Landlord determines in its sole discretion that such is
necessary or desirable for orderly and efficient parking.  Landlord specifically
reserves  the  right,  from  time to time,  to change  the size,  configuration,
design,  layout,  location and all other aspects of the Building Complex Parking
Area, and Tenant acknowledges and agrees that Landlord,  from time to time, may,
without  incurring  any  liability  to Tenant and without any  abatement of Rent
under  this Lease  temporarily  close-off  or  restrict  access to the  Building
Complex Parking Area, or temporarily  relocate  Tenant's parking spaces to other
parking  structures  and/or surface  parking areas within a reasonable  distance
from  the  Building   Complex  Parking  Area,  for  purposes  of  permitting  or
facilitating any such construction, alteration or improvements or to accommodate
or facilitate  renovation,  alteration,  construction  or other  modification of
other  improvements  or structures  located on the Real  Property.  Landlord may
delegate its responsibilities hereunder to a parking operator in which case such
parking  operator  shall  have all the rights of  control  attributed  hereby to
Landlord.  The parking  rates  charged by Landlord for Tenant's  parking  passes
shall be exclusive of any parking tax or other charges  imposed by  governmental
authorities  in  connection  with the use of such  parking,  which taxes  and/or
charges shall be paid directly by Tenant or the parking  users,  or, if directly
imposed against  Landlord,  Tenant shall  reimburse  Landlord for all such taxes
and/or charges  within ten (10) days after Tenant's  receipt of the invoice from
Landlord.  Landlord shall provide  validation  stamps for visitor parking in the
Building Complex Parking Area which Tenant may purchase such validation  stamps,
from  Tenant's own funds,  at the  prevailing  rate charged for such  validation
stamps plus all applicable parking taxes.
                                       21
<PAGE>
                                   ARTICLE 25

                            MISCELLANEOUS PROVISIONS

     25.1 Binding  Effect.  Each of the provisions of this Lease shall extend to
and shall,  as the case may  require,  bind or inure to the  benefit not only of
Landlord  and of Tenant,  but also of their  respective  successors  or assigns,
provided this clause shall not permit any  assignment by Tenant  contrary to the
provisions of Article 14 of this Lease.

     25.2 No Air  Rights.  No  rights  to any  view or to  light or air over any
property,  whether  belonging  to Landlord or any other  person,  are granted to
Tenant by this Lease. If at any time any windows of the Premises are temporarily
darkened or the light or view  therefrom is obstructed by reason of any repairs,
improvements,  maintenance or cleaning in or about the Building,  the same shall
be without  liability to Landlord and without any  reduction  or  diminution  of
Tenant's obligations under this Lease.

     25.3 Modification of Lease. Should any current or prospective  mortgagee or
ground lessor for the Building  Complex require a modification or  modifications
of this Lease,  which  modification or modifications will not cause an increased
cost or expense to Tenant or in any other way  materially  and adversely  change
the rights and obligations of Tenant hereunder,  then and in such event,  Tenant
agrees  that this  Lease may be so  modified  and  agrees  to  execute  whatever
documents are required therefor and deliver the same to Landlord within ten (10)
days following the request  therefor.  Should  Landlord or any such  prospective
mortgagee  or  ground  lessor  require  execution  of a short  form of Lease for
recording,  containing,  among  other  customary  provisions,  the  names of the
parties,  a  description  of the Premises and the Lease Term,  Tenant  agrees to
execute such short form of Lease and to deliver the same to Landlord  within ten
(10) days following the request therefor.

     25.4 Transfer of Landlord's Interest. Tenant acknowledges that Landlord has
the right to transfer  all or any portion of its  interest in the Real  Property
and in this Lease,  and Tenant agrees that in the event of any such transfer and
a transfer of the Security  Deposit,  Landlord shall  automatically  be released
from all  liabilities  and  obligations  under  this  Lease  arising  after  the
effective  date of such transfer  provided the  transferee  agrees in writing to
assume such future liabilities and obligations, and Tenant agrees to look solely
to such  transferee  for the  performance  of Landlord's  obligations  hereunder
arising after the date of transfer.  Tenant further  acknowledges  that Landlord
may assign its  interest in this Lease to the holder of any  mortgage or deed of
trust as  additional  security,  but agrees  that such an  assignment  shall not
release  Landlord from its obligations  hereunder and that Tenant shall continue
to look to Landlord for the performance of its obligations hereunder.

     25.5 Prohibition  Against Recording.  Except as provided in Section 25.3 of
this Lease,  neither this Lease, nor any memorandum,  affidavit or other writing
with respect  thereto,  shall be recorded by Tenant or by anyone acting through,
under or on behalf of Tenant,  and the  recording  thereof in  violation of this
provision  shall  make this  Lease null and void at  Landlord's  election.

     25.6 Captions.  The captions of Articles and  Section are  for  convenience
only and shall not be deemed to limit, construe,  affect or alter the meaning of
such Articles and Sections.

     25.7  Relationship  of Parties.  Nothing  contained  in this Lease shall be
deemed or  construed  by the parties  hereto or by any third party to create the
relationship  of  principal  and  agent,  partnership,  joint  venturer  or  any
association  between  Landlord and Tenant,  it being  expressly  understood  and
agreed that neither the method of computation of Rent nor any act of the parties
hereto shall be deemed to create any  relationship  between  Landlord and Tenant
other than the relationship of landlord and tenant.

     25.8 Time of Essence.  Time is of the essence of this Lease and each of its
provisions.

     25.9 Partial Invalidity.  If any term,  provision or condition contained in
this Lease shall, to any extent, be invalid or  unenforceable,  the remainder of
this Lease, or the  application of such term,  provision or condition to persons
or  circumstances  other  than  those  with  respect  to which it is  invalid or
unenforceable,  shall not be  affected  thereby,  and each and every other term,
provision  and  condition  of this Lease shall be valid and  enforceable  to the
fullest extent possible permitted by law.

     25.10  Landlord  Exculpation.  It is expressly  understood  and agreed that
notwithstanding  anything in this Lease to the contrary, and notwithstanding any
applicable  law to the  contrary,  the  liability  of Landlord  and the Landlord
Parties hereunder  (including any successor landlord) and any recourse by Tenant
against  Landlord or the Landlord  Parties  (including  any successor  landlord)
shall be  limited  solely  and  exclusively  to an amount  which is equal to the
interest of Landlord in the Building Complex,  and neither Landlord,  nor any of
the Landlord  Parties  shall have any personal  liability  therefor,  and Tenant
hereby expressly waives and releases such personal liability on behalf of itself
and all persons claiming by, through or under Tenant.
                                       22
<PAGE>

     25.11 Entire Agreement. It is understood and acknowledged that there are no
oral agreements  between the parties hereto  affecting this Lease and this Lease
supersedes  and  cancels  any  and  all  previous  negotiations,   arrangements,
brochures, agreements and understandings,  if any, between the parties hereto or
displayed by Landlord to Tenant with respect to the subject matter thereof,  and
none thereof shall be used to interpret or construe this Lease.  This Lease, the
exhibits  and  schedules  attached  hereto,  and any  side  letter  or  separate
agreement  executed by  Landlord  and Tenant in  connection  with this Lease and
dated of even date  herewith  contain all of the terms,  covenants,  conditions,
warranties and  agreements of the parties  relating in any manner to the rental,
use and occupancy of the Premises,  shall be considered to be the only agreement
between the parties hereto and their representatives and agents, and none of the
terms,  covenants,  conditions  or  provisions  of this  Lease can be  modified,
deleted or added to except in writing signed by the parties hereto.

     25.12 Right to Lease.  Landlord  reserves the absolute right to effect such
other tenancies in the Building  Complex as Landlord in the exercise of its sole
business  judgment shall determine to best promote the interests of the Building
Complex. Tenant does not rely on the fact, nor does Landlord represent, that any
specific  tenant or type or number of  tenants  shall,  during  the Lease  Term,
occupy any space in the Building Complex.

     25.13 Force  Majeure.  Any  prevention,  delay or stoppage  due to strikes,
lockouts,  labor disputes, acts of God, inability to obtain services,  labor, or
materials  or  reasonable  substitutes  therefor,  governmental  actions,  civil
commotions,  fire or other  casualty,  and other  causes  beyond the  reasonable
control of the party obligated to perform  (collectively,  the "Force Majeure"),
except with  respect to the  obligations  imposed  with regard to Rent and other
charges to be paid by Tenant  pursuant to this Lease,  and except as to Tenant's
obligations under Exhibit D,  notwithstanding anything to the contrary contained
in this Lease,  shall excuse the performance of such party for a period equal to
any such prevention, delay or stoppage and, therefore, if this Lease specifies a
time period for  performance of an obligation of either party,  that time period
shall be extended by the period of any delay in such party's  performance caused
by a Force Majeure.

     25.14   Notices.   All   notices,   demands,   statements,   approvals   or
communications (collectively, "Notices") given or required to be given by either
party to the other hereunder shall be in writing, shall be sent by United States
certified or registered mail,  postage  prepaid,  return receipt  requested,  or
delivered  personally  (i) to Tenant  at the  appropriate  address  set forth in
Section 5 of the Summary, or to such other place as Tenant may from time to time
designate  in a Notice to  Landlord;  or (ii) to Landlord at the  addresses  set
forth in Section 3 of the Summary,  or to such other firm or to such other place
as Landlord may from time to time  designate  in a Notice to Tenant.  Any Notice
will be deemed  given on the date  which is two (2)  business  days  after it is
mailed as provided in this  Section 25.14 or upon the date personal  delivery is
made. If Tenant is notified of the identity and address of Landlord's  mortgagee
or ground or underlying lessor, Tenant shall give to such mortgagee or ground or
underlying  lessor  written notice of any default by Landlord under the terms of
this Lease by  registered  or certified  mail,  and such  mortgagee or ground or
underlying  lessor shall be given a reasonable  opportunity to cure such default
prior to Tenant's exercising any remedy available to Tenant.

     25.15 Joint and Several.  If there is more than one Tenant, the obligations
imposed upon Tenant under this Lease shall be joint and several.

     25.16 Authority. If Tenant is a corporation or partnership, each individual
executing  this Lease on behalf of Tenant  hereby  represents  and warrants that
Tenant  is a duly  formed  and  existing  entity  qualified  to do  business  in
California  and that Tenant has full right and  authority to execute and deliver
this Lease and that each person  signing on behalf of Tenant is authorized to do
so.

     25.17  Governing  Law.  This  Lease  shall be  construed  and  enforced  in
accordance with the laws of the State of California.

     25.18 Submission of Lease. Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or an option for lease,
and it is not effective as a lease or otherwise  until execution and delivery by
both Landlord and Tenant.

     25.19  Brokers.  Landlord and Tenant hereby warrant to each other that they
have had no dealings with any real estate broker or agent in connection with the
negotiation  of this Lease,  excepting  only the real  estate  brokers or agents
specified in Section 12 of the Summary and Landlord's designated  representative
(the "Brokers"),  and that they know of no other real estate broker or agent who
is entitled to a commission in connection  with this Lease.  Landlord  shall pay
the  brokerage   commissions  owing  to  the  Brokers  in  connection  with  the
transaction  contemplated  by this  Lease  pursuant  to the terms of a  separate
written  agreement  between  Landlord  and the  Brokers.  Each  party  agrees to
indemnify,  defend,  protect and hold the other party  harmless from and against
any  and all  Claims  with  respect  to any  leasing  commission  or  equivalent
compensation alleged to be owing on account of the indemnifying party's dealings
with any real estate  broker or agent other than the Brokers.  The terms of this
Section 25.19  shall survive the expiration or earlier  termination of the Lease
Term.
                                       23
<PAGE>

     25.20  Independent  Covenants.  This Lease shall be construed as though the
covenants  herein between  Landlord and Tenant are independent and not dependent
and Tenant  hereby  expressly  waives the benefit of any statute to the contrary
and agrees that if Landlord fails to perform its  obligations  set forth herein,
Tenant  shall not be entitled to make any repairs or perform any acts  hereunder
at  Landlord's  expense  or to any  setoff  of the Rent or other  amounts  owing
hereunder against Landlord;  provided,  however,  that the foregoing shall in no
way impair the right of Tenant to commence a separate  action  against  Landlord
for any  violation  by  Landlord of the  provisions  hereof so long as notice is
first given to Landlord  and any holder of a mortgage or deed of trust  covering
the Building,  Real Property or any portion thereof, of whose address Tenant has
theretofore  been  notified,  and an opportunity is granted to Landlord and such
holder to correct such violations as provided above.

     25.21 Building Name and Signage.  Landlord shall have the right at any time
to designate  and/or change the name of the Building  Complex or any building in
the Building  Complex,  and to install,  affix and maintain any and all signs on
the exterior and on the interior of the Building  Complex or any building in the
Building  Complex,  as Landlord  may, in  Landlord's  sole  discretion,  desire;
provided, however, Landlord shall not change the name of the Building or install
any tenant  identification  signs in the  Building  during the time that  Tenant
retains its right to the Exterior  Building Sign.  Tenant shall not use the name
of the Building  Complex or any building in the Building Complex (other than the
Building while Tenant's Building  Exterior Sign is located on the Building),  or
use pictures or illustrations of the Building Complex, the Building or any other
building in the Building Complex, in advertising or other publicity, without the
prior written consent of Landlord.

     25.22  Successors.  Except as  otherwise  expressly  provided  herein,  the
obligations  of this Lease shall bind and benefit the  successors and assigns of
the parties hereto;  provided,  however,  that no assignment,  sublease or other
transfer in violation of the provisions of Article 14  shall operate to vest any
rights in any putative assignee, subtenant or transferee of Tenant.

     25.23 Landlord Renovations.  It is specifically  understood and agreed that
Landlord has made no  representation or warranty to Tenant and has no obligation
to alter, remodel, improve, renovate, repair or decorate the Premises, Building,
Building Complex or any part thereof and that no representations  respecting the
condition of the Premises or the Building  Complex have been made by Landlord to
Tenant  except as  specifically  set forth  herein or in the Tenant Work Letter.
However,  Tenant  acknowledges that Landlord may during the Lease Term renovate,
improve,  alter,  or modify  (collectively,  the  "Renovations")  the  Building,
Premises,  and/or Real  Property,  including  without  limitation  the  Building
Complex Parking Area, common areas, systems and equipment,  roof, and structural
portions  of the  same,  which  Renovations  may  include,  without  limitation,
(i) modifying  the common areas and tenant spaces to comply with applicable laws
and  regulations,  including  regulations  relating to the physically  disabled,
seismic conditions, and building safety and security,  (ii) installing new floor
covering,  lighting,  and wall coverings in the common areas,  and in connection
with any  Renovations,  Landlord may, among other things,  erect  scaffolding or
other  necessary  structures  in the  Building  or  Building  Complex,  limit or
eliminate  access to portions of the Real  Property,  including  portions of the
common areas,  or perform work in the Building or Building  Complex,  which work
may create noise, dust or leave debris in the Building Complex, (iii) renovation
of the main entry to the  Building  Complex  and the main  Building  lobby area,
(iv) renovation  of the  elevator,  lobbies,  elevator  doors  and  frames,  and
(v) installations,  repairs or  maintenance of telephone  risers.  Tenant hereby
agrees that such  Renovations  and  Landlord's  actions in connection  with such
Renovations  shall in no way  constitute a  constructive  eviction of Tenant nor
entitle Tenant to any abatement of Rent.  Landlord shall have no  responsibility
or for any reason be liable to Tenant for any  direct or  indirect  injury to or
interference  with Tenant's  business  arising from the  Renovations,  nor shall
Tenant be entitled to any  compensation or damages from Landlord for loss of the
use of the whole or any part of the Premises or of Tenant's personal property or
improvements  resulting from the Renovations or Landlord's actions in connection
with such Renovations,  or for any inconvenience or annoyance occasioned by such
Renovations or Landlord's actions in connection with such Renovations; provided,
however,  Landlord agrees, in performing such  Renovations,  to use commercially
reasonable efforts not to unreasonably  interfere with Tenant's access or use of
the Premises.

     25.24  Confidentiality.  Tenant acknowledges that the content of this Lease
and any related documents are confidential  information.  Tenant shall keep such
confidential  information  strictly  confidential  and shall not  disclose  such
confidential  information to any person or entity other than Tenant's financial,
legal, accounting, real estate and space planning consultants,  respectively, or
as otherwise required by law.

     25.25 Landlord's  Title.  Landlord's title is and always shall be paramount
to the title of Tenant.  Nothing herein contained shall empower Tenant to do any
act which can, shall or may encumber the title of Landlord.
                                       24
<PAGE>

     25.26 No Waiver.  No waiver of any provision of this Lease shall be implied
by any failure of a party to enforce any remedy on account of the  violation  of
such   provision,   even  if  such  violation  shall  continue  or  be  repeated
subsequently,  any waiver by a party of any  provision of this Lease may only be
in writing,  and no express waiver shall affect any provision other than the one
specified  in such  waiver  and that  one  only  for the time and in the  manner
specifically  stated.  No receipt of monies by Landlord  from  Tenant  after the
termination of this Lease shall in any way alter the length of the Lease Term or
of  Tenant's  right of  possession  hereunder  or after the giving of any notice
shall  reinstate,  continue or extend the Lease Term or affect any notice  given
Tenant  prior to the  receipt of such  monies,  it being  agreed  that after the
service of notice or the  commencement  of a suit or after  final  judgment  for
possession of the  Premises,  Landlord may receive and collect any Rent due, and
the  payment  of said  Rent  shall  not waive or  affect  said  notice,  suit or
judgment.

     25.27 Jury Trial;  Attorneys'  Fees. IF EITHER PARTY  COMMENCES  LITIGATION
AGAINST THE OTHER FOR THE SPECIFIC  PERFORMANCE  OF THIS LEASE,  FOR DAMAGES FOR
THE BREACH  HEREOF OR OTHERWISE FOR  ENFORCEMENT  OF ANY REMEDY  HEREUNDER,  THE
PARTIES HERETO AGREE TO AND HEREBY DO WAIVE ANY RIGHT TO A TRIAL BY JURY. In the
event of any such  commencement  of litigation,  the  prevailing  party shall be
entitled to recover  from the other party such costs and  reasonable  attorneys'
fees  as may  have  been  incurred,  including  any and all  costs  incurred  in
enforcing, perfecting and executing such judgment.

     25.28 Intentionally Deleted.

     25.29 Satellite Dish.

          25.29.1 Landlord hereby agrees that Tenant shall have the nonexclusive
     right at Tenant's  sole cost and expense (but without any  additional  Base
     Rent payable to  Landlord)  and subject to the  provisions  of this Section
     25.29, to install up to three (3) satellite dishes, each of which shall not
     exceed two (2) feet in diameter (individually and collectively a "Satellite
     Dish") on the roof of the Building in a location designated by Landlord. In
     addition,   Tenant  shall  have  the  right,  to  install  such  connection
     equipment,  such  as  conduits,   cables,  risers,  feeders  and  materials
     (collectively,  the "Connecting Equipment") in the shafts, ducts, conduits,
     chases,  utility  closets  and  other  facilities  of  the  Building  as is
     reasonably  necessary  to connect  the  Satellite  Dish to  Tenant's  other
     machinery and equipment in the Premises, subject however, to the provisions
     of  Section  25.29.2,  below.  Tenant  shall also have the right of access,
     consistent  with  Section  25.29.4,  below,  to the  areas  where  any such
     Connecting Equipment is located for the purposes of maintaining, repairing,
     testing and replacing the same.

          25.29.2 The installation of the Satellite Dish and related  Connecting
     Equipment  (hereby referred to together and/or separately as the "Satellite
     Equipment")  shall be  performed  in  accordance  with and  subject  to the
     provisions  of Article 8 of this Lease  (unless  Tenant elects to have such
     Satellite Equipment installed during the installation of the initial Tenant
     Improvements,  in which event,  Landlord shall install same pursuant to the
     applicable   provisions  of  the  Tenant  Work  Letter,  and  the  cost  of
     acquisition  and  installation  of the  Satellite  Equipment  to be paid by
     Tenant  may  be  deducted  from  the  Tenant  Improvement  Allowance).  The
     Satellite  Equipment  shall be treated for all purposes of this Lease as if
     the same were Tenant's property.  For the purposes of determining  Tenant's
     obligations  with  respect  to its use of the roof of the  Building  herein
     provided, the portion of the roof of the Building affected by the Satellite
     Equipment shall be deemed to be a portion of Tenant's Premises except as to
     Tenant's  obligations to pay Base Rent and Direct  Expenses;  consequently,
     all of the  provisions  of this Lease with respect to Tenant's  obligations
     hereunder  shall  apply to the  installation,  use and  maintenance  of the
     Satellite Equipment,  including without limitation,  provisions relating to
     compliance  with  requirements  as to  insurance,  indemnity,  repairs  and
     maintenance,  and compliance  with laws.  Landlord shall have no obligation
     with regard to the affected portion of the roof or the Satellite  Equipment
     except as provided in this Section 25.29.

          25.29.3 It is expressly  understood that Landlord retains the right to
     grant  third  parties  the right to  utilize  any  portion  of the roof not
     utilized  by  Tenant  and to use  the  portion  of the  roof on  which  the
     Satellite Equipment is located for any purpose whatsoever, provided in each
     event that Tenant shall have  reasonable  access to, and Landlord shall not
     unduly interfere with the use of, the Satellite Equipment.

          25.29.4 Tenant shall install,  use,  maintain and repair the Satellite
     Equipment  so as not to  damage  or  interfere  with the  operation  of the
     Building  or the  Systems  and  Equipment  or any other  communications  or
     similar  equipment  located on the roof of the Building;  and Tenant hereby
     agrees to indemnify, defend and hold Landlord harmless from and against any
     and  all  claims,  costs,  damages,  expenses  and  liabilities  (including
     attorney's  fees)  arising  out of  Tenant's  failure  to  comply  with the
     provisions of this Section 25.29.4.

          25.29.5  Landlord shall not have any  obligations  with respect to the
     Satellite  Equipment or compliance with any  requirements  relating thereto
     (except as  specifically  provided  by this  Lease) nor shall  Landlord  be
     responsible  for any damage that may be caused to the  Satellite  Equipment
     except  to the  extent  (i)  caused  by the  gross  negligence  or  willful
     misconduct of Landlord or Landlord's agents, employees or contractors,  and
     (ii) not  insured or  required  to be insured by Tenant  under this  Lease.
     Landlord makes no representation  that the Satellite Equipment will be able
     to  receive or  transmit  communication  signals  without  interference  or
     disturbance  and Tenant agrees that Landlord  shall not be liable to Tenant
     therefor.
                                       25
<PAGE>
          25.29.6 Tenant, at Tenant's sole cost and expense,  shall install such
     fencing and other protective  equipment on or about the Satellite Equipment
     as shall be required by applicable laws.

          25.29.7 Tenant shall (i) be solely  responsible  for any damage caused
     as a result of the Satellite Equipment (except to the extent such damage is
     to  property  not owned or leased by Tenant  and is  covered  by  insurance
     obtained by Landlord as part of Direct Expenses and as to which  Landlord's
     waiver of subrogation in Section 10.4 is applicable), (ii) promptly pay any
     tax,  license  or permit  fees  charged  pursuant  to any  requirements  in
     connection  with  the  installation,  maintenance  or use of the  Satellite
     Equipment and comply with all precautions and safeguards recommended by all
     governmental authorities, and (iii) make necessary repairs, replacements to
     or maintenance of the Satellite Equipment.

          25.29.8 If any of the  conditions  set forth in this Section 25.29 are
     not complied with by Tenant,  then without limiting  Landlord's  rights and
     remedies it may otherwise have under this Lease, Tenant shall, upon written
     notice  from  Landlord,  have  the  option  either  to (i)  reposition  the
     Satellite Equipment to a location designated by Landlord if Landlord elects
     to permit such  repositioning,  and make such repairs and  restorations  as
     required under Section  25.29.9 below,  or (ii) correct such  noncompliance
     within thirty (30) days after receipt of notice. If Tenant fails to correct
     noncompliance  within  such  thirty  (30) day  period,  then  Tenant  shall
     immediately  discontinue its use of the Satellite  Equipment and remove the
     same.

          25.29.9  Upon the  expiration  of the Lease  Term or upon any  earlier
     termination  of this  Lease,  Tenant  shall,  subject to the control of and
     direction from Landlord, remove the Satellite Equipment,  repair any damage
     caused thereby,  and restore the roof and other  facilities of the Building
     to their  condition  existing  prior to the  installation  of the Satellite
     Equipment,  reasonable wear and tear not caused by the Satellite  Equipment
     excepted.

          25.29.10 Tenant's rights under this Section 25.29 shall be personal to
     the original Tenant executing this Lease and any assignee to which Tenant's
     entire interest in this Lease has been assigned pursuant to Article 14, and
     may only be utilized by the original  Tenant or such  assignee (and may not
     be  exercised  or  utilized by any  subtenant  or other  transferee  of the
     original Tenant's interest in this Lease or the Premises).

                                       26
<PAGE>

     IN WITNESS  WHEREOF,  Landlord and Tenant have caused their duly authorized
representatives  to  execute  this  Lease  as of the day and  date  first  above
written.

            "Landlord"                W9/WLA REAL ESTATE LIMITED PARTNERSHIP,
                                      a Delaware limited partnership

                                      By:Legacy Partners Commercial, Inc.,
                                         a Texas corporation,
                                         as manager and agent for Landlord

                                         By:  /s/ MACK LANEY
                                            -----------------------------------
                                             Name:  Mack Laney
                                             Its:   COO


           "Tenant"                   STYLECLICK.COM, INC.,
                                      a California corporation

                                      By:  /s/ BARRY HALL
                                         --------------------------------------
                                         Name:    Barry Hall
                                         Its:     CFO

                                      By:  /s/ MAURIZIO VECCHIONE
                                         --------------------------------------
                                         Name:    Maurizio Vecchione
                                         Its:     CEO

*** If Tenant is a CORPORATION,  the authorized  officers must sign on behalf of
the corporation  and indicate the capacity in which they are signing.  The Lease
must be  executed  by the  president  or vice  president  and the  secretary  or
assistant secretary, unless the bylaws or a resolution of the board of directors
shall otherwise  provide,  in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.

                                       27
<PAGE>

                                   EXHIBIT A-1


                                    WATERIDGE

                           1st FLOOR PLAN OF PREMISES

                                   EXHIBIT A-1
                                       1
<PAGE>
                                   EXHIBIT A-2


                                    WATERIDGE

                           2nd FLOOR PLAN OF PREMISES


                                   EXHIBIT A-2
                                       1

<PAGE>

                                    EXHIBIT B


                                    WATERIDGE

                              RULES AND REGULATIONS

     Tenant shall  faithfully  observe and comply with the  following  Rules and
Regulations.  Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the Building Complex.

     1. Tenant shall not alter any lock or install any new or  additional  locks
or bolts on any doors or windows of the Premises  without  obtaining  Landlord's
prior written consent. Tenant shall bear the cost of any lock changes or repairs
required by Tenant. Two keys will be furnished by Landlord for the Premises, and
any  additional  keys  required by Tenant must be  obtained  from  Landlord at a
reasonable cost to be established by Landlord.

     2. All doors opening to public  corridors shall be kept closed at all times
except for normal  ingress and egress to the Premises,  unless  electrical  hold
backs have been installed.

     3.  Landlord  reserves  the right to close and keep locked all entrance and
exit doors of the Building.  Tenant,  its employees and agents must be sure that
the doors to the  Building  are  securely  closed and locked  when  leaving  the
Premises  if it is after the normal  hours of  business  for the  Building.  Any
tenant,  its  employees,  agents or any other  persons  entering  or leaving the
Building at any time when it is so locked,  or any time when it is considered to
be after  normal  business  hours for the  Building or  Building  Complex may be
required to sign the Building register when so doing. Access to the Building may
be refused unless the person seeking access has proper  identification  or has a
previously arranged pass for access. Landlord and his agents shall in no case be
liable for damages for any error with regard to the  admission  to or  exclusion
from the Building or Building Complex of any person.  In case of invasion,  mob,
riot,  public  excitement,  or other commotion,  Landlord  reserves the right to
prevent access to the Building and/or Building Complex during the continuance of
same by any means it deems appropriate for the safety and protection of life and
property.

     4. Landlord shall have the right to prescribe the weight, size and position
of all safes and other heavy property brought into the Building. Safes and other
heavy objects shall, if considered  necessary by Landlord,  stand on supports of
such thickness as is necessary to properly distribute the weight.  Landlord will
not be  responsible  for loss of or damage to any such safe or  property  in any
case. All damage done to any part of the Building and/or Building  Complex,  its
contents,  occupants or visitors by moving or maintaining any such safe or other
property  shall be the sole  responsibility  of Tenant  and any  expense of said
damage or injury shall be borne by Tenant.

     5. No furniture,  freight, packages,  supplies, or equipment may be brought
into or removed from the  Building,  except upon prior notice to and approval by
Landlord,  and in such manner,  and between such hours as shall be designated by
Landlord.

     6. Landlord shall have the right to control and operate the public portions
of the Building and Building Complex, the public facilities, the heating and air
conditioning,  and any other facilities furnished for the common use of tenants,
in such manner as is customary for comparable  building projects in the vicinity
of the Building Complex.

     7. The  requirements of Tenant will be attended to only upon application at
the  management  office  of the  Building  Complex  or at such  office  location
designated by Landlord.  Employees of Landlord  shall not perform any work or do
anything  outside their regular  duties unless under special  instructions  from
Landlord.

     8.  Tenant  shall not  disturb,  solicit,  or canvass  any  occupant of the
Building  Complex and shall  cooperate  with  Landlord or  Landlord's  agents to
prevent same.

     9. The toilet rooms,  urinals,  wash bowls and other apparatus shall not be
used for any  purpose  other than that for which they were  constructed,  and no
foreign substance of any kind whatsoever shall be thrown therein. The expense of
any breakage, stoppage or damage resulting from the violation of this rule shall
be borne by the tenant who, or whose employees or agents, shall have caused it.

     10.  Tenant shall not overload the floor of the Premises,  nor mark,  drive
nails or screws, or drill into the partitions, woodwork or plaster or in any way
deface the Premises or any part thereof without Landlord's consent first had and
obtained.
                                    EXHIBIT B
                                       1
<PAGE>

     11.  Except for  vending  machines  intended  for the sole use of  Tenant's
employees and invitees,  no vending machine or machines of any description other
than fractional  horsepower  office  machines shall be installed,  maintained or
operated upon the Premises without the written consent of Landlord.

     12.  Tenant shall not use any method of heating or air  conditioning  other
than that which may be supplied by Landlord,  without the prior written  consent
of Landlord.

     13.  Tenant  shall not use or keep in or on the  Premises  or the  Building
Complex any kerosene,  gasoline or other  inflammable  or  combustible  fluid or
material.  Tenant shall not use, keep or permit to be used or kept,  any foul or
noxious gas or substance in or on the Premises,  or permit or allow the Premises
to be occupied or used in a manner  offensive  or  objectionable  to Landlord or
other  occupants  of  the  Building  Complex  by  reason  of  noise,  odors,  or
vibrations,  or interfere in any way with other tenants or those having business
therein.

     14. Tenant shall not bring into or keep within the Building  Complex or the
Premises any animals, birds, bicycles or other vehicles.

     15. No cooking  shall be done or permitted  by any tenant on the  Premises,
nor shall the  Premises be used for the storage of  merchandise,  for lodging or
for  any  unlawful  purposes.   Notwithstanding  the  foregoing,   Underwriters'
laboratory-approved  equipment and  microwave  ovens may be used in the Premises
for heating food and brewing coffee,  tea, hot chocolate and similar  beverages,
provided that such use is in accordance with all applicable  federal,  state and
city laws, codes,  ordinances,  rules and regulations,  and does not cause odors
which are objectionable to Landlord and other Tenants.

     16.  Landlord will approve where and how telephone and telegraph  wires are
to be  introduced  to the  Premises.  No boring or  cutting  for wires  shall be
allowed without the consent of Landlord.  The location of telephone,  call boxes
and other  office  equipment  affixed  to the  Premises  shall be subject to the
approval of Landlord.

     17.  Landlord  reserves  the right to exclude  or expel  from the  Building
and/or  Building  Complex  any person  who,  in the  judgment  of  Landlord,  is
intoxicated  or under the  influence  of  liquor  or drugs,  or who shall in any
manner do any act in violation of any of these Rules and Regulations.

     18.  Tenant,  its employees and agents shall not loiter in the entrances or
corridors,  nor in any way obstruct the sidewalks,  lobby,  halls,  stairways or
elevators,  and shall use the same only as a means of ingress and egress for the
Premises.

     19.  Tenant  shall not waste  electricity,  water or air  conditioning  and
agrees to cooperate  fully with Landlord to ensure the most effective  operation
of the Building's  heating and air conditioning  system,  and shall refrain from
attempting to adjust any controls.

     20. Tenant shall store all its trash and garbage within the interior of the
Premises.  No material shall be placed in the trash boxes or receptacles if such
material is of such nature  that it may not be disposed of in the  ordinary  and
customary  manner of removing and  disposing of trash and garbage in the city in
which  the  Building  is  located  without  violation  of any  law or  ordinance
governing such disposal.  All trash,  garbage and refuse  disposal shall be made
only through  entry-ways and elevators  provided for such purposes at such times
as Landlord shall designate.

     21. Tenant shall comply with all safety,  fire  protection  and  evacuation
procedures and regulations established by Landlord or any governmental agency.

     22.  Tenant  shall assume any and all  responsibility  for  protecting  the
Premises from theft, robbery and pilferage,  which includes keeping doors locked
and other  means of entry to the  Premises  closed,  when the  Premises  are not
occupied.

     23. No awnings or other  projection  shall be attached to the outside walls
of the Building  without the prior  written  consent of  Landlord.  No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with,  any window or door of the Premises  without the prior written  consent of
Landlord. The sashes, sash doors, skylights,  windows, and doors that reflect or
admit light and air into the halls,  passageways  or other public  places in the
Building  shall not be covered or obstructed  by Tenant,  nor shall any bottles,
parcels or other articles be placed on the windowsills.  All electrical  ceiling
fixtures  hung in offices or spaces along the  perimeter of the Building must be
fluorescent  and/or of a  quality,  type,  design  and bulb  color  approved  by
Landlord.

     24. The washing and/or  detailing of or, the  installation  of windshields,
radios,  telephones in or general work on,  automobiles  shall not be allowed on
the Real Property.
                                    EXHIBIT B
                                        2
<PAGE>
     25. The term  "personal  goods or services  vendors"  as used herein  means
persons who periodically enter the Building of which the Premises are a part for
the  purpose  of  selling  goods or  services  to a tenant,  other than goods or
services  which are used by the Tenant  only for the purpose of  conducting  its
business in the  Premises.  "Personal  goods or services"  include,  but are not
limited to, drinking water and other  beverages,  food,  barbering  services and
shoeshining services. Landlord reserves the right to prohibit personal goods and
services  vendors  from  access to the  Building  except upon  Landlord's  prior
written consent and upon such reasonable  terms and conditions,  including,  but
not limited to, the payment of a  reasonable  fee and  provision  for  insurance
coverage,  as are related to the safety,  care and  cleanliness of the Building,
the preservation of good order thereon, and the relief of any financial or other
burden on Landlord or other  tenants  occasioned by the presence of such vendors
or the sale by them of personal  goods or  services to Tenant or its  employees.
Under no circumstance shall the personal goods or services vendors display their
products in a public or common area,  including  corridors and elevator lobbies.
If necessary for the  accomplishment  of these purposes,  Landlord may exclude a
particular  vendor entirely or limit the number of vendors who may be present at
any one time in the Building.

     26.  Tenant must  comply  with  requests  by the  Landlord  concerning  the
informing of their employees of items of importance to the Landlord.

     27.  Tenant  shall  comply with any  non-smoking  ordinance  adopted by any
applicable governmental authority.

     28.  Landlord may waive any one or more of these Rules and  Regulations for
the benefit of any particular tenant or tenants,  but no such waiver by Landlord
shall be  construed  as a waiver of such Rules and  Regulations  in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules  or  Regulations  against  any or all  tenants  of the  Building  Complex.
Landlord  reserves the right at any time to change or rescind any one or more of
these Rules and Regulations,  or to make such other and further reasonable Rules
and Regulations as in Landlord's judgment may from time to time be necessary for
the  management,  safety,  care and  cleanliness  of the  Premises  and Building
Complex,  and for the  preservation  of good order  therein,  as well as for the
convenience  of other  occupants  and  tenants  therein.  Landlord  shall not be
responsible to Tenant or to any other person for the  nonobservance of the Rules
and  Regulations  by another  tenant or other person.  Tenant shall be deemed to
have read these Rules and  Regulations  and to have agreed to abide by them as a
condition of its occupancy of the Premises.

                                    EXHIBIT B
                                        3
<PAGE>
                                    EXHIBIT C


                                    WATERIDGE

                               AMENDMENT TO LEASE

     This AMENDMENT TO LEASE ("Amendment") is made and entered into effective as
of   _________________,   ____,  by  and  between  W9/WLA  REAL  ESTATE  LIMITED
PARTNERSHIP,  a Delaware limited partnership  ("Landlord"),  and STYLECLICK.COM,
INC., a California corporation ("Tenant").


                                R E C I T A L S :


     A. Landlord and Tenant  entered into that certain  Office Lease dated as of
May ____,  2000 (the "Lease")  pursuant to which  Landlord  leased to Tenant and
Tenant leased from Landlord certain "Premises", as described in the Lease, known
as Suite 100 of the Building located at 5105 West Gold Leaf Circle, Los Angeles,
California 90056.

     B. Except as otherwise set forth herein, all capitalized terms used in this
Amendment shall have the same meaning given such terms in the Lease.

     C.   Landlord  and  Tenant  desire  to  amend  the  Lease  to  confirm  the
commencement and expiration dates of the Lease Term, as hereinafter provided.

     NOW,  THEREFORE,  in consideration of the foregoing Recitals and the mutual
covenants contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1.  Confirmation of Dates. The parties hereby confirm that (a) the Premises
are ready for  occupancy  and Landlord  has  performed  all work  required to be
performed by Landlord  pursuant to the Tenant Work Letter attached to the Lease,
(b) the  Lease  Term for the Lease  commenced  as of  ____________________  (the
"Lease   Commencement   Date")  for  a  term  of  __________   years  ending  on
_______________________  (the "Lease Expiration Date") (unless sooner terminated
or extended as provided in the Lease) and (c) in accordance with the Lease, Rent
commenced to accrue on _______________________________.

     2. No Further Modification.  Except as set forth in this Amendment,  all of
the terms and provisions of the Lease shall remain  unmodified and in full force
and effect.

     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first above written.

           "Landlord"                 W9/WLA REAL ESTATE LIMITED PARTNERSHIP,
                                      a Delaware limited partnership

                                      By:Legacy Partners Commercial, Inc.,
                                         a Texas corporation,
                                         as manager and agent for Landlord

                                         By:
                                            -----------------------------------
                                             Name:
                                             Its:


           "Tenant"                   STYLECLICK.COM, INC.,
                                      a California corporation

                                      By:
                                         --------------------------------------
                                         Name:
                                         Its:

                                      By:
                                         --------------------------------------
                                         Name:
                                         Its:

                                   EXHIBIT C
                                       1
<PAGE>

                                    EXHIBIT D


                                    WATERIDGE

                               TENANT WORK LETTER

     This Tenant Work Letter  ("Tenant Work  Letter")  shall set forth the terms
and conditions  relating to the  construction of improvements  for the Premises.
All references in this Tenant Work Letter to "the Lease" shall mean the relevant
portions of the Lease to which this Tenant Work Letter is attached as Exhibit D.

                                   SECTION 1

                      GENERAL CONSTRUCTION OF THE PREMISES

     Landlord  shall deliver the base,  shell,  and core (i) of the Premises and
(ii)  of  the  floor  of  the   Building  on  which  the   Premises  is  located
(collectively,  the "Base,  Shell,  and Core") in its  current  as-is  condition
existing as of the date of the Lease,  and  Landlord  shall not be  obligated to
make any other  alterations  or  improvements  to the Premises or the  Building.
Tenant shall thereafter  install in the Premises  certain "Tenant  Improvements"
(as defined  below)  pursuant  to the  provisions  of this  Tenant Work  Letter.

                                   SECTION 2

                               TENANT IMPROVEMENTS

     2.1 Tenant  Improvement  Allowance.  Tenant shall be entitled to a one-time
tenant improvement allowance (the "Tenant Improvement  Allowance") in the amount
of up to, but not exceeding  $282,036.00 (i.e.,  $12.00 per rentable square foot
of the Premises),  for the costs relating to the initial design and construction
of Tenant's  improvements  which are  permanently  affixed to the Premises  (the
"Tenant  Improvements").  In no  event  shall  Landlord  be  obligated  to  make
disbursements  pursuant  to this  Tenant  Work  Letter in a total  amount  which
exceeds  the Tenant  Improvement  Allowance.  Tenant  shall not be  entitled  to
receive any cash payment or credit  against Rent or otherwise for any portion of
the  Tenant  Improvement  Allowance  which  is not  used to pay  for the  Tenant
Improvement Allowance Items (as such term is defined below).

     2.2 Disbursement of the Tenant Improvement Allowance.

          2.2.1 Tenant  Improvement  Allowance  Items.  Except as otherwise  set
     forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be
     disbursed by Landlord (each of which disbursement shall be made pursuant to
     Landlord's  disbursement  process set forth below),  only for the following
     items and costs (collectively, the "Tenant Improvement Allowance Items"):

               2.2.1.1   Payment  of  the  fees  of  the   "Architect"  and  the
          "Engineers,"  as those terms are defined in Section 3.1 of this Tenant
          Work  Letter,  and  payment of the fees  incurred  by, and the cost of
          documents  and  materials   supplied  by,   Landlord  and   Landlord's
          consultants  in  connection  with the  preparation  and  review of the
          "Construction  Drawings,"  as that term is defined in  Section 3.1  of
          this Tenant Work Letter;

               2.2.1.2  The  payment  of plan  check,  permit and  license  fees
          relating to construction of the Tenant Improvements;

               2.2.1.3  The cost of  construction  of the  Tenant  Improvements,
          including,   without   limitation,   contractors'   fees  and  general
          conditions,  testing and inspection costs,  costs of utilities,  trash
          removal,  parking and  hoists,  and the costs of  after-hours  freight
          elevator usage;

               2.2.1.4 The cost of voice and data cabling for the Premises  (but
          Landlord's  contribution for such costs shall in no event exceed $3.00
          per rentable square foot of the Premises);

               2.2.1.5 The cost of any changes in the Base,  Shell and Core when
          such changes are required by the Construction  Drawings  (including if
          such  changes  are due to the fact that such  work is  prepared  on an
          unoccupied  basis),  such cost to  include  all  direct  architectural
          and/or engineering fees and expenses incurred in connection therewith;

               2.2.1.6 The cost of any changes to the  Construction  Drawings or
          Tenant  Improvements  required by applicable  laws and building  codes
          (collectively, "Code");

               2.2.1.7 Sales and use taxes and Title 24 fees;

                                   EXHIBIT D
                                       1
<PAGE>

               2.2.1.8 Landlord's "Coordination Fee," as that term is defined in
          Section 4.3.2 of this Tenant Work Letter; and

               2.2.1.9 All other costs to be expended by Landlord in  connection
          with the construction of the Tenant Improvements.

          2.2.2  Disbursement  of  Tenant  Improvement  Allowance.   During  the
     construction  of the  Tenant  Improvements,  Landlord  shall  make  monthly
     disbursements of the Tenant  Improvement  Allowance for Tenant  Improvement
     Allowance  Items for the benefit of Tenant and shall  authorize the release
     of monies for the benefit of Tenant as follows:

               2.2.2.1 Monthly  Disbursements.  On or before the first (1st) day
          of  each  calendar  month  during  the   construction  of  the  Tenant
          Improvements  (or such other date as Landlord may  designate),  Tenant
          shall   deliver  to  Landlord:   (i) a  request  for  payment  of  the
          "Contractor,"  as that term is defined in Section 4.1 below,  approved
          by Tenant, in a form to be provided by Landlord, showing the schedule,
          by trade,  of percentage of completion of the Tenant  Improvements  in
          the  Premises,  detailing  the portion of the work  completed  and the
          portion not completed; (ii) invoices from all of "Tenant's Agents," as
          that term is defined in Section  4.1.2 below,  for labor  rendered and
          materials  delivered to the Premises;  (iii) executed  mechanic's lien
          releases  from all of  Tenant's  Agents  which  shall  comply with the
          appropriate  provisions,  as  reasonably  determined  by Landlord,  of
          California Civil Code Section 3262(d);  and (iv) all other information
          reasonably  requested by Landlord.  Tenant's request for payment shall
          be deemed  Tenant's  acceptance  and  approval  of the work  furnished
          and/or  the  materials  supplied  as set  forth  in  Tenant's  payment
          request.  On or before the first (1st) day of the  following  calendar
          month,  Landlord shall deliver a check to Tenant made jointly  payable
          to Contractor  and Tenant in payment of the lesser of (A) the  amounts
          so requested by Tenant,  as set forth in this Section 2.2.2.1,  above,
          less a ten  percent  (10%)  retention  (the  aggregate  amount of such
          retentions to be known as the "Final  Retention")  and (B) the balance
          of any remaining available portion of the Tenant Improvement Allowance
          (not including the Final  Retention),  provided that Landlord does not
          dispute any request for payment  based on  non-compliance  of any work
          with the  "Approved  Working  Drawings",  as that term is  defined  in
          Section 3.4 below,  or due to any  substandard  work, or for any other
          reason.  Landlord's  payment  of  such  amounts  shall  not be  deemed
          Landlord's  approval or acceptance of the work  furnished or materials
          supplied as set forth in Tenant's payment request.

               2.2.2.2 Final Retention. Subject to the provisions of this Tenant
          Work Letter, a check for the Final Retention payable jointly to Tenant
          and Contractor  shall be delivered by Landlord to Tenant following the
          completion of construction  of the Premises,  provided that (i) Tenant
          delivers to Landlord  properly  executed  mechanics  lien  releases in
          compliance  with both  California  Civil Code Section  3262(d)(2)  and
          either Section 3262(d)(3) or Section 3262(d)(4), and (ii) Landlord has
          determined that no substandard work exists which adversely affects the
          mechanical,   electrical,   plumbing,  heating,  ventilating  and  air
          conditioning,  life-safety  or  other  systems  of the  Building,  the
          curtain wall of the Building,  the structure or exterior appearance of
          the Building,  or any other tenant's use of such other tenant's leased
          premises in the Building.

               2.2.2.3  Other  Terms.  Landlord  shall only be obligated to make
          disbursements  from the  Tenant  Improvement  Allowance  to the extent
          costs are incurred by Tenant for Tenant Improvement Allowance Items.

     2.3  Standard  Tenant   Improvement   Package.   Landlord  has  established
specifications (the "Specifications") for the Building standard components to be
used  in  the   construction   of  the  Tenant   Improvements  in  the  Premises
(collectively,  the "Standard Improvement  Package"),  which Specifications have
been  received  by  Tenant.  The  Tenant  Improvements  shall  comply  with  the
Specifications for all Tenant Improvement components which have been pre-stocked
by Landlord.  With respect to all other Tenant  Improvement  components,  Tenant
shall utilize  materials and finishes  which are not of lesser  quality than the
Specifications. Landlord may make changes to the Specifications for the Standard
Improvement Package from time to time.

                                    SECTION 3

                              CONSTRUCTION DRAWINGS

     3.1 Selection of  Architect/Construction  Drawings.  Tenant shall retain an
architect/space  planner (the "Architect") approved by Landlord,  which approval
shall not be unreasonably withheld, to prepare the Construction Drawings. Tenant
shall retain engineering consultants designated by Landlord (the "Engineers") to
prepare all plans and engineering  working drawings  relating to the structural,
mechanical,  electrical,  plumbing, HVAC, lifesafety,  and sprinkler work in the
Premises.  The plans and drawings to be prepared by Architect  and the Engineers
hereunder  shall be  known  collectively  as the  "Construction  Drawings."  All
Construction  Drawings shall comply with the drawing  format and  specifications
determined by Landlord, and shall be subject to Landlord's approval.  Tenant and

                                   EXHIBIT D
                                       2
<PAGE>

Architect shall verify,  in the field, the dimensions and conditions as shown on
the relevant portions of the base building plans, and Tenant and Architect shall
be solely responsible for the same, and Landlord shall have no responsibility in
connection  therewith.  Landlord's  review of the  Construction  Drawings as set
forth in this  Section 3,  shall be for its sole  purpose  and  shall  not imply
Landlord's  review of the same,  or obligate  Landlord  to review the same,  for
quality,   design,   Code   compliance  or  other  like  matters.   Accordingly,
notwithstanding  that any Construction  Drawings are reviewed by Landlord or its
space planner,  architect,  engineers and consultants,  and  notwithstanding any
advice or  assistance  which may be rendered to Tenant by Landlord or Landlord's
space planner,  architect,  engineers,  and consultants,  Landlord shall have no
liability  whatsoever in connection  therewith and shall not be responsible  for
any omissions or errors contained in the Construction Drawings.

     3.2 Final Space Plan. Promptly after the execution of the Lease, Tenant and
Architect  shall  prepare  the final space plan for Tenant  Improvements  in the
Premises (the "Final Space Plan"), which Final Space Plan shall include a layout
and  designation of all offices,  rooms and other  partitioning,  their intended
use, and  equipment to be contained  therein,  and shall deliver the Final Space
Plan to Landlord for Landlord's  approval which approval or disapproval shall be
made by Landlord within five (5) business days after Landlord's receipt thereof.
In the event  Landlord  fails to make such  approval or  disapproval  within the
foregoing time frame,  Tenant shall provide  Landlord notice of such failure and
Landlord  shall have three (3)  business  days after  receipt of such  notice to
approve or disapprove  the Final Space Plan. In the event Landlord fails to make
such  approval or  disapproval  within three (3) business  days after receipt of
such second notice, the Final Space Plan shall be deemed approved by Landlord.

     3.3 Final Working Drawings.  Promptly following approval of the Final Space
Plan,  Tenant,  Architect and the Engineers shall complete the architectural and
engineering  drawings for the  Premises,  and  Architect  shall  compile a fully
coordinated  set  of  architectural,   structural,  mechanical,  electrical  and
plumbing working drawings in a form which is complete to allow subcontractors to
bid on the work and to obtain all applicable permits  (collectively,  the "Final
Working  Drawings"),  and  shall  submit  the same to  Landlord  for  Landlord's
approval which approval or disapproval shall be made by Landlord within five (5)
business days after Landlord's  receipt thereof.  In the event Landlord fails to
make such approval or disapproval within the foregoing time frame,  Tenant shall
provide  Landlord  notice of such  failure  and  Landlord  shall  have three (3)
business days after  receipt of such notice to approve or  disapprove  the Final
Working  Drawings.  In the  event  Landlord  fails  to  make  such  approval  or
disapproval  within three (3) business days after receipt of such second notice,
the Final Working Drawings shall be deemed approved by Landlord.

     3.4 Approved Working  Drawings.  Promptly  following  approval of the Final
Working  Drawings,  Tenant shall submit the Final Working  Drawings  approved by
Landlord (the "Approved Working  Drawings") to the applicable local governmental
agency for all applicable  building permits necessary to allow  "Contractor," as
that term is defined in Section 4.1 of this Tenant Work Letter,  to commence and
fully complete the construction of the Tenant  Improvements  (collectively,  the
"Permits"),  and, in connection therewith, Tenant shall coordinate with Landlord
in order to allow Landlord,  at Landlord's option, to take part in all phases of
the permitting process, and shall supply Landlord, as soon as possible, with all
plan check numbers and dates of submittal. Notwithstanding the foregoing, Tenant
hereby  agrees  that  neither  Landlord  nor  Landlord's  consultants  shall  be
responsible  for obtaining any building  permit or  certificate of occupancy for
the   Premises   and  that  the   obtaining   of  the  same  shall  be  Tenant's
responsibility;  provided, however, that Landlord shall, in any event, cooperate
with Tenant in executing permit  applications  and performing other  ministerial
acts  reasonably  necessary  to  enable  Tenant  to  obtain  any such  permit or
certificate  of  occupancy.  No changes,  modifications  or  alterations  in the
Approved  Working  Drawings  may be made  without the prior  written  consent of
Landlord, which consent shall not be unreasonably withheld.

     3.5 Time Deadlines.  Tenant shall  cooperate with Architect,  the Engineer,
and  Landlord  to  complete  all  phases of the  Construction  Drawings  and the
permitting process and to receive the permits, and with Contractor, for approval
of the "Cost  Proposal," as that term is defined in Section 4.2,  below, as soon
as possible after the execution of the Lease, and, in that regard,  Tenant shall
meet with Landlord on a weekly basis to discuss Tenant's  progress in connection
with the same. The applicable dates for approval of items, plans and drawings as
described in this Section 3,  Section 4,  below,  and in this Tenant Work Letter
are collectively  referred to herein as the "Time  Deadlines".  Tenant agrees to
comply with the Time Deadlines.

                                   SECTION 4

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS

     4.1 Tenant's Selection of Contractor and Tenant's Agents.

          4.1.1 Contractor. A contractor,  under the supervision of and selected
     by Tenant, shall construct the Tenant Improvements (the "Contractor").  The

                                    EXHIBIT D
                                       3
<PAGE>

     Contractor  shall be  selected  by Tenant  from one (1) of the  contractors
     listed on  Schedule 1  attached  hereto in  accordance  with an "open book"
     competitive  bidding procedure  pursuant to which the general  contractor's
     fees, overhead and general conditions will be bid, as described below. Each
     such  contractor  shall be  notified  in the  bidding  package  of the time
     schedule for construction of the Tenant Improvements.  Tenant shall provide
     copies of such bids to  Landlord  and  Tenant  shall  select one (1) of the
     bidding   contractors  as  the  Contractor  and  notify  Landlord  of  such
     selection.

          4.1.2 Tenant's Agents. All subcontractors,  laborers, materialmen, and
     suppliers used by Tenant (such subcontractors,  laborers,  materialmen, and
     suppliers,  and  the  Contractor  to be  known  collectively  as  "Tenant's
     Agents") must be approved in writing by Landlord,  which approval shall not
     be unreasonably  withheld or delayed;  provided that, in any event,  Tenant
     must  contract  with  Landlord's  base  building   subcontractors  for  any
     mechanical,   electrical,   plumbing,  life  safety,  structural,  heating,
     ventilation,  and  air-conditioning  work in the Premises.  If requested by
     Landlord,  Tenant's  Agents shall all be union labor in compliance with the
     master labor agreements existing between trade unions and the local chapter
     of the Associated General Contractors of America.

     4.2 Construction of Tenant Improvements by Tenant's Agents.

          4.2.1 Construction Contract;  Cost Budget. Prior to Tenant's execution
     of the  construction  contract and general  conditions with Contractor (the
     "Contract"), Tenant shall submit the Contract to Landlord for its approval,
     which approval shall not be unreasonably withheld or delayed.  Prior to the
     commencement  of the  construction  of the Tenant  Improvements,  and after
     Tenant has  accepted  all bids for the Tenant  Improvements,  Tenant  shall
     provide Landlord with a detailed breakdown, by trade, of the final costs to
     be incurred, or which have been incurred, as set forth more particularly in
     Sections  2.2.1.1  through 2.2.1.9 above, in connection with the design and
     construction  of  the  Tenant  Improvements  to be  performed  by or at the
     direction  of Tenant or the  Contractor  (which  costs form a basis for the
     amount  of  the  Contract,  if  any  (the  "Final  Costs").  Prior  to  the
     commencement  of  construction  of the Tenant  Improvements,  Tenant  shall
     supply  Landlord  with cash in an amount (the  "Over-Allowance  Amount") by
     which the Final Costs  exceed the Tenant  Improvement  Allowance  (less any
     portion thereof already  disbursed by Landlord,  or in the process of being
     disbursed by Landlord, on or before the commencement of construction of the
     Tenant  Improvements).  The  Over-Allowance  Amount  shall be  disbursed by
     Landlord prior to the disbursement of any of the then remaining  portion of
     the Tenant Improvement  Allowance,  and such disbursement shall be pursuant
     to the same  procedure as the Tenant  Improvement  Allowance.  In the event
     that, after the Final Costs have been delivered by Landlord to Tenant,  the
     costs relating to the design and  construction  of the Tenant  Improvements
     shall  change,   any  additional   costs   necessary  to  such  design  and
     construction  in excess of the Final Costs shall, to the extent they exceed
     the  remaining  balance of the  Tenant  Improvement  Allowance,  be paid by
     Tenant to Landlord immediately as an addition to the Over-Allowance  Amount
     and, in any event,  prior to the  commencement of the  construction of such
     changes,  or, at  Landlord's  option,  Tenant shall make  payments for such
     additional costs out of its own funds, but Tenant shall continue to provide
     Landlord with the documents  described in Sections 2.2.2.1 (i), (ii), (iii)
     and (iv) above, for Landlord's approval, prior to Tenant paying such costs.

          4.2.2 Tenant's Agents.

               4.2.2.1  Landlord's  General  Conditions for Tenant's  Agents and
          Tenant Improvement Work. Tenant's and Tenant's Agents' construction of
          the Tenant  Improvements  shall  comply  with the  following:  (i) the
          Tenant Improvements shall be constructed in strict accordance with the
          Approved Working Drawings;  (ii) Tenant and Tenant's Agents shall not,
          in any way, interfere with, obstruct, or delay, the work of Landlord's
          base building  contractor and subcontractors with respect to the Base,
          Shell  and  Core or any  other  work in the  Building;  (iii) Tenant's
          Agents  shall submit  schedules  of all work  relating to the Tenant's
          Improvements  to  Contractor  and  Contractor  shall,  within five (5)
          business  days of  receipt  thereof,  inform  Tenant's  Agents  of any
          changes which are necessary thereto,  and Tenant's Agents shall adhere
          to such corrected  schedule;  and (iv) Tenant shall abide by all rules
          made by Landlord's  Building contractor or Landlord's Building manager
          with  respect  to  the  use  of  freight,  loading  dock  and  service
          elevators,  storage  of  materials,  coordination  of  work  with  the
          contractors of other tenants,  and any other matter in connection with
          this  Tenant  Work  Letter,   including,   without   limitation,   the
          construction of the Tenant Improvements.

               4.2.2.2   Coordination   Fee.   Tenant  shall  pay  a  logistical
          coordination  fee (the  "Coordination  Fee") to  Landlord in an amount
          equal to the product of (i) three  and one-half  percent  (3.5%),  and
          (ii) the sum of the Tenant Improvement  Allowance,  the Over-Allowance
          Amount,  as such  amount  may be  increased  hereunder,  and any other
          amounts   expended  by  Tenant  in  connection  with  the  design  and
          construction of the Tenant Improvements,  which Coordination Fee shall
          be for services  relating to the  coordination of the  construction of
          the Tenant Improvements pursuant to this Tenant Work Letter.

                                    EXHIBIT D
                                       4
<PAGE>

               4.2.2.3 Indemnity. Tenant's indemnity of Landlord as set forth in
          the Lease shall also apply with respect to any and all costs,  losses,
          damages,  injuries  and  liabilities  related in any way to any act or
          omission  of  Tenant  or  Tenant's  Agents,   or  anyone  directly  or
          indirectly  employed by any of them,  or in  connection  with Tenant's
          non-payment  of any  amount  arising  out of the  Tenant  Improvements
          and/or  Tenant's  disapproval of all or any portion of any request for
          payment.  Such indemnity by Tenant,  as set forth in the Lease,  shall
          also  apply  with  respect  to any and  all  costs,  losses,  damages,
          injuries and liabilities related in any way to Landlord's  performance
          of any ministerial  acts reasonably  necessary (i) to permit Tenant to
          complete the Tenant Improvements,  and (ii) to enable Tenant to obtain
          any building permit or certificate of occupancy for the Premises.

               4.2.2.4 Insurance Requirements.

                    4.2.2.4.1  General  Coverages.  All of Tenant's Agents shall
               carry  worker's  compensation  insurance  covering  all of  their
               respective  employees,  and shall  also  carry  public  liability
               insurance,  including  property damage,  all with limits, in form
               and with companies as are required to be carried by Tenant as set
               forth in the Lease.

                    4.2.2.4.2 Special  Coverages.  Tenant shall carry "Builder's
               All Risk"  insurance in an amount  approved by Landlord  covering
               the  construction  of the  Tenant  Improvements,  and such  other
               insurance as Landlord may reasonably require, it being understood
               and  agreed  that the  Tenant  Improvements  shall be  insured by
               Tenant pursuant to the Lease immediately upon completion thereof.
               Such  insurance  shall  be in  amounts  and  shall  include  such
               extended coverage  endorsements as may be reasonably  required by
               Landlord,  and in form and with  companies  as are required to be
               carried by Tenant as set forth in the Lease.

                    4.2.2.4.3  General  Terms.  Certificates  for all  insurance
               carried  pursuant to this Section  4.2.2.4  shall be delivered to
               Landlord  before the  commencement  of construction of the Tenant
               Improvements and before the Contractor's  equipment is moved onto
               the site. All such policies of insurance must contain a provision
               that the company  writing said policy will give  Landlord  thirty
               (30) days prior written  notice of any  cancellation  or lapse of
               the  effective  date  or any  reduction  in the  amounts  of such
               insurance.  In the event that the Tenant Improvements are damaged
               by any  cause  during  the  course of the  construction  thereof,
               Tenant shall  immediately  repair the same at Tenant's  sole cost
               and expense.  All  policies  carried  under this Section  4.2.2.4
               shall insure Landlord and Tenant,  as their interests may appear,
               as well as  Contractor  and  Tenant's  Agents,  and shall name as
               additional insureds Landlord's Property Manager, Landlord's Asset
               Manager,  and all  mortgagees and ground lessors of the Building.
               All  insurance,  except  Workers'  Compensation,   maintained  by
               Tenant's Agents shall preclude  subrogation claims by the insurer
               against anyone insured  thereunder.  Such insurance shall provide
               that it is primary  insurance  as respects the owner and that any
               other insurance maintained by owner is excess and noncontributing
               with the insurance required  hereunder.  The requirements for the
               foregoing  insurance  shall not derogate from the  provisions for
               indemnification  of Landlord by Tenant under  Section  4.2.2.3 of
               this Tenant Work Letter.

               4.2.2.5  Governmental  Compliance.  The Tenant Improvements shall
          comply in all  respects  with the  following:  (i) the  Code and other
          state, federal, city or quasi-governmental laws, codes, ordinances and
          regulations,  as  each  may  apply  according  to the  rulings  of the
          controlling  public official,  agent or other person;  (ii) applicable
          standards  of  the  American  Insurance  Association  (formerly,   the
          National Board of Fire Underwriters) and the National Electrical Code;
          and (iii) building material manufacturer's specifications.

               4.2.2.6 Inspection by Landlord.  Landlord shall have the right to
          inspect the Tenant Improvements at all times,  provided however,  that
          Landlord's  failure to inspect  the  Tenant  Improvements  shall in no
          event  constitute a waiver of any of Landlord's  rights  hereunder nor
          shall  Landlord's  inspection  of the Tenant  Improvements  constitute
          Landlord's  approval  of the  same.  Should  Landlord  disapprove  any
          portion of the Tenant  Improvements,  Landlord  shall notify Tenant in
          writing  of such  disapproval  promptly  and shall  specify  the items
          reasonably   disapproved.   Any  defects  or  deviations   in,  and/or
          disapproval by Landlord of, the Tenant Improvements shall be rectified
          by Tenant at no expense to  Landlord,  provided  however,  that in the
          event  Landlord  determines  that a  defect  or  deviation  exists  or
          disapproves of any matter in connection with any portion of the Tenant
          Improvements  and such defect,  deviation  or matter  might  adversely
          affect the mechanical,  electrical, plumbing, heating, ventilating and
          air conditioning or life-safety systems of the Building, the structure
          or exterior  appearance  of the Building or any other  tenant's use of
          such other tenant's leased premises, Landlord may, take such action as
          Landlord deems necessary,  at Tenant's  expense and without  incurring
          any  liability  on  Landlord's  part,  to  correct  any  such  defect,
          deviation and/or matter,  including,  without limitation,  causing the
          cessation  of   performance   of  the   construction   of  the  Tenant
          Improvements until such time as the defect, deviation and/or matter is
          corrected to Landlord's satisfaction.

               4.2.2.7  Meetings.  Commencing  upon the  execution of the Lease,
          Tenant  shall hold weekly  meetings  at a  reasonable  time,  with the
          Architect and the Contractor regarding the progress of the preparation

                                    EXHIBIT D
                                        5
<PAGE>

          of   Construction   Drawings  and  the   construction  of  the  Tenant
          Improvements, which meetings shall be held at a location designated by
          Landlord,  and Landlord  and/or its agents shall  receive prior notice
          of, and shall have the right to attend,  all such meetings,  and, upon
          Landlord's  request,  certain of  Tenant's  Agents  shall  attend such
          meetings. In addition,  minutes shall be taken at all such meetings, a
          copy of which  minutes  shall be promptly  delivered to Landlord.  One
          such  meeting  each month  shall  include  the review of  Contractor's
          current request for payment.

               4.2.2.8  Notice of Completion;  Copy of "As Built" Plans.  Within
          ten  (10)  days  after   completion  of  construction  of  the  Tenant
          Improvements, Tenant shall cause a Notice of Completion to be recorded
          in the office of the  Recorder of the County in which the  Building is
          located in accordance with Section 3093 of the Civil Code of the State
          of  California  or any  successor  statute,  and shall  furnish a copy
          thereof to Landlord upon such  recordation.  If Tenant fails to do so,
          Landlord may execute and file the same on behalf of Tenant as Tenant's
          agent for such  purpose,  at Tenant's  sole cost and  expense.  At the
          conclusion of  construction,  (i) Tenant shall cause the Architect and
          Contractor (A) to update the Approved Working Drawings as necessary to
          reflect all changes made to the Approved  Working  Drawings during the
          course of construction,  (B) to certify to the best of their knowledge
          that the "record-set" of as-built drawings are true and correct, which
          certification  shall  survive the  expiration  or  termination  of the
          Lease,  and (C) to  deliver to Landlord two (2) sets of sepias of such
          as-built  drawings  within  ninety (90) days  following  issuance of a
          certificate  of occupancy  for the  Premises,  and  (ii) Tenant  shall
          deliver  to  Landlord  a  copy  of  all  warranties,  guaranties,  and
          operating  manuals  and  information  relating  to  the  improvements,
          equipment, and systems in the Premises.

               4.2.2.9  Coordination  by  Tenant's  Agents with  Landlord.  Upon
          Tenant's  delivery of the Contract to Landlord  under Section 4.2.1 of
          this Tenant Work Letter, Tenant shall furnish Landlord with a schedule
          setting  forth the  projected  date of the  completion  of the  Tenant
          Improvements  and showing the critical time  deadlines for each phase,
          item or trade relating to the construction of the Tenant Improvements.

                                    SECTION 5

                                  MISCELLANEOUS

     5.1 Tenant's  Representative.  Tenant has designated Barry Hall as its sole
representative with respect to the matters set forth in this Tenant Work Letter,
who shall have full authority and  responsibility to act on behalf of the Tenant
as required in this Tenant Work Letter.

     5.2 Landlord's Representative.  Landlord has designated Mary Roberts as its
sole  representative  with  respect to the matters set forth in this Tenant Work
Letter,  who,  until  further  notice to Tenant,  shall have full  authority and
responsibility  to act on behalf of the Landlord as required in this Tenant Work
Letter.

     5.3 Time of the  Essence  in This  Tenant  Work  Letter.  Unless  otherwise
indicated,  all references  herein to a "number of days" shall mean and refer to
calendar  days. In all instances  where Tenant is required to approve or deliver
an item, if no written  notice of approval is given or the item is not delivered
within the stated time period,  at  Landlord's  sole option,  at the end of said
period the item shall  automatically  be deemed  approved or delivered by Tenant
and the next succeeding time period shall commence.

     5.4 Tenant's Lease Default.  Notwithstanding  any provision to the contrary
contained  in the  Lease,  if an event of  default  by  Tenant as  described  in
Section 19.1 of the Lease or any default by Tenant under this Tenant Work Letter
has  occurred  at any  time  on or  before  the  substantial  completion  of the
Premises,  then (i) in  addition  to all other  rights and  remedies  granted to
Landlord  pursuant  to the  Lease,  Landlord  shall  have the right to  withhold
payment  of all or  any  portion  of the  Tenant  Improvement  Allowance  and/or
Landlord  may cause  Contractor  to cease the  construction  of the Premises (in
which  case,  Tenant  shall be  responsible  for any  delay  in the  substantial
completion  of the Premises  caused by such work  stoppage),  and (ii) all other
obligations  of Landlord  under the terms of this  Tenant  Work Letter  shall be
forgiven  until such time as such default is cured  pursuant to the terms of the
Lease.


                                    EXHIBIT D
                                       6
<PAGE>


                                   SCHEDULE 1


                               LIST OF CONTRACTORS

1. Corporate Contractors

2. SRC

3. _______________________




                                   SCHEDULE 1
                                       1
<PAGE>


                                    EXHIBIT E


                                    WATERIDGE

                      FORM OF TENANT'S ESTOPPEL CERTIFICATE

     The  undersigned,  as Tenant under that certain  Office Lease (the "Lease")
made   and   entered   into   as  of   _________________,   20__   and   between
_________________________________,  a ________________________  as Landlord, and
the  undersigned  as Tenant,  for  Premises on the  ___________  floor(s) of the
Building located at  _________________________,  Los Angeles,  California hereby
certifies as follows:

     1. Attached hereto as Exhibit A is a true and correct copy of the Lease and
all amendments and modifications  thereto.  The documents contained in Exhibit A
represent the entire agreement between the parties as to the Premises.

     2. The undersigned has commenced occupancy of the Premises described in the
Lease,  currently  occupies  the  Premises,  and the  Lease  Term  commenced  on
_________.

     3. The  Lease  is in full  force  and  effect  and has not  been  modified,
supplemented or amended in any way except as provided in Exhibit A.

     4.  Tenant has not  transferred,  assigned,  or sublet  any  portion of the
Premises  nor entered  into any license or  concession  agreements  with respect
thereto except as follows:

     5. Tenant shall not modify the  documents  contained in Exhibit A or prepay
any  amounts  owing  under the Lease to  Landlord  in excess of thirty (30) days
without the prior written consent of Landlord's mortgagee.

     6. Base Rent became payable on _______________.

     7. The Lease Term expires on _________________.

     8. All conditions of the Lease to be performed by Landlord necessary to the
enforceability  of the Lease have been  satisfied and Landlord is not in default
thereunder.

     9. No rental has been paid in advance  and no security  has been  deposited
with Landlord except as provided in the Lease.

     10. As of the date hereof,  there are no existing  defenses or offsets that
the undersigned has, which preclude enforcement of the Lease by Landlord.

     11. All monthly  installments  of Base Rent,  all  Additional  Rent and all
monthly  installments  of  estimated  Additional  Rent  have  been paid when due
through  _________________.  The  current  monthly  installment  of Base Rent is
$__________.

     12. The  undersigned  acknowledges  that this Estoppel  certificate  may be
delivered to Landlord's prospective mortgagee,  or a prospective purchaser,  and
acknowledges   that  it  recognizes  that  if  same  is  done,  said  mortgagee,
prospective  mortgagee,  or  prospective  purchaser  will be  relying  upon  the
statements  contained  herein in making the loan or  acquiring  the  property of
which the Premises are a part,  and in accepting an  assignment  of the Lease as
collateral  security,  and that receipt by it of this certificate is a condition
of making of the loan or acquisition of such property.

     13. If Tenant is a corporation or partnership,  each  individual  executing
this Estoppel  Certificate  on behalf of Tenant hereby  represents  and warrants
that Tenant is a duly formed and  existing  entity  qualified  to do business in
California  and that Tenant has full right and  authority to execute and deliver
this Estoppel  Certificate  and that each person  signing on behalf of Tenant is
authorized to do so.

     Executed at __________________ on the _____ day of ______________, 20___.

                         "Tenant"


                         --------------------------------------------------,
                         a
                             ----------------------------------------------

                         By:
                             ----------------------------------------------
                         Name:
                             ----------------------------------------------
                         Its:
                             ----------------------------------------------


                                   EXHIBIT E
                                       1
<PAGE>

                             EXTENSION OPTION RIDER


     This Extension Option Rider ("Extension Rider") is made and entered into by
and between W9/WLA REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited liability
partnership  ("Landlord"),  and STYLECLICK.COM,  INC., a California  corporation
("Tenant"),  and is dated as of the date of the Office  Lease  ("Lease")  by and
between  Landlord  and Tenant to which this  Extension  Rider is  attached.  The
agreements  set forth in this  Extension  Rider  shall  have the same  force and
effect as if set forth in the Lease.  To the extent the terms of this  Extension
Rider are inconsistent  with the terms of the Lease, the terms of this Extension
Rider shall control.

     1. Option Right. Landlord hereby grants Tenant one (1) option to extend the
Lease  Term for a period of five (5) years (the  "Option  Term"),  which  option
shall  be  exercisable  only by  written  Exercise  Notice  (as  defined  below)
delivered  by  Tenant  to  Landlord  as  provided  below.   Notwithstanding  the
foregoing,  at Landlord's option, in addition to any other remedies available to
Landlord  under this Lease,  Tenant shall not have the right to extend the Lease
Term for the Option Term if as of the date of delivery of the Exercise Notice by
Tenant,  or as of the end of the initial Lease Term,  Tenant is in default under
this Lease and the cure period  therefore has expired.  Upon the proper exercise
of such option to extend,  the Lease Term shall be extended for the Option Term.
The rights  contained in this Extension  Rider shall be personal to the original
Tenant  executing the Lease and any Affiliate to which Tenant's  entire interest
in this Lease has been assigned  pursuant to Section 14.7 of the Lease,  and may
only be exercised by the original Tenant or such Affiliate assignee, as the case
may be (and not any other  assignee,  sublessee or other  transferee of Tenant's
interest in the Lease) if the original Tenant or such Affiliate assignee, as the
case may be, occupies the entire Premises as of the date of the Exercise Notice.

     2. Option Rent.  The Annual Base Rent  payable by Tenant  during the Option
Term (the  "Option  Rent") shall be equal to the greater of: (i) the Annual Base
Rent payable by Tenant  during the last year of the initial  Lease Term; or (ii)
the annual  base rent at which  tenants,  as of the  commencement  of the Option
Term,  will be leasing  non-sublease  space  comparable  in size,  location  and
quality to the Premises for a comparable term, which comparable space is located
in the Building  Complex and in other  comparable  first-class  mid-rise  office
buildings in West Los Angeles,  California,  taking into  consideration all free
rent and other  out-of-pocket  concessions  generally being granted at such time
for such  comparable  space for the Option Term (the "Fair Market Rental Rate").
All other terms and  conditions of the Lease shall apply  throughout  the Option
Term;  however,  (A) any obligation of Landlord to construct Tenant Improvements
or provide a tenant improvement allowance (if applicable) shall not apply during
the Option Term (unless the Option Rent is  determined  to equal the Fair Market
Rental  Rate and such  improvements  and/or  tenant  improvement  allowance  are
specifically  included in the determination of the Fair Market Rental Rate), and
(B) Tenant  shall, in no event,  have the option to extend the Lease Term beyond
the Option Term described in Section 1 above.

     3. Exercise of Option.  The option  contained in this Extension Rider shall
be exercised by Tenant,  if at all,  only in the  following  manner:  (i) Tenant
shall deliver  written notice to Landlord not more than thirteen (13) months nor
less than eleven (11) months prior to the  expiration  of the initial Lease Term
stating that Tenant may be interested in exercising  its option;  (ii) Landlord,
after  receipt of  Tenant's  notice,  shall  deliver  notice (the  "Option  Rent
Notice") to Tenant not less than ten (10) months prior to the  expiration of the
initial Lease Term setting forth  Landlord's  determination  of the Option Rent;
and (iii) if Tenant wishes to exercise such option,  Tenant shall,  on or before
the date (the  "Exercise  Date") which is the earlier of (A) the date  occurring
nine (9) months prior to the  expiration of the initial Lease Term,  and (B) the
date  occurring  thirty  (30) days after  Tenant's  receipt  of the Option  Rent
Notice,  exercise the option by delivering  written notice  ("Exercise  Notice")
thereof to Landlord.  If Landlord  determines in the Option Rent Notice that the
Option Rent shall equal the amount set forth in clause (i) of  Section 2  above,
such determination shall be conclusive and all the provisions of Section 4 below
shall not apply. If, however, Landlord determines in the Option Rent Notice that
the Option Rent shall be the Fair Market  Rental  Rate,  then Tenant may, at its
option,  object to the Fair  Market  Rental  Rate  contained  in the Option Rent
Notice,  by delivering  written  notice  thereof to Landlord  concurrently  with
Tenant's  delivery to  Landlord  of its  Exercise  Notice.  Tenant's  failure to
deliver the Exercise  Notice on or before the Exercise Date,  shall be deemed to
constitute Tenant's waiver of its extension right hereunder.

     4.   Determination  of  Option  Rent.   Provided  that  Tenant  timely  and
appropriately  objects in its Exercise  Notice to  Landlord,  to the Fair Market
Rental Rate for the Option Term  initially  determined by Landlord in the Option
Rent Notice,  then Landlord and Tenant shall attempt in good faith to agree upon
the Fair Market  Rental  Rate.  If Landlord  and Tenant fail to reach  agreement
within twenty (20) days following Tenant's delivery of such Exercise Notice (the
"Outside  Agreement  Date"),  then each party shall  submit to the other party a
separate  written  determination  of the Fair Market Rental Rate within ten (10)
business days after the Outside Agreement Date, and such determinations shall be
submitted to  arbitration  in accordance  with the  provisions  of  Sections 4.1
through  4.8  below.  The  failure  of  Tenant or  Landlord  to submit a written
determination  of the Fair Market  Rental Rate within such ten (10) business day
period  shall  conclusively  be deemed to be such  party's  approval of the Fair
Market  Rental Rate  submitted  within such ten (10)  business day period by the
other party.

                                   EXTENSION
                                  OPTION RIDER
                                       1
<PAGE>

          4.1 Landlord and Tenant shall each appoint one (1) appraiser who shall
     by  profession  be a real estate  appraiser who shall have been active over
     the two (2)  year  period  ending  on the date of such  appointment  in the
     appraisal of office  buildings in the West Los Angeles area of Los Angeles,
     California.  The determination of the appraisers shall be limited solely to
     the issue of whether  Landlord's or Tenant's  submitted  Fair Market Rental
     Rate is the closer to the actual Fair Market  Rental Rate as  determined by
     the appraisers,  taking into account the requirements  with respect thereto
     set forth in Section 2 above. Each such appraiser shall be appointed within
     fifteen (15) days after the Outside Agreement Date.

          4.2 The two (2)  appraisers so appointed  shall,  within  fifteen (15)
     days of the date of the appointment of the last appointed appraiser,  agree
     upon and appoint a third  appraiser  who shall be qualified  under the same
     criteria set forth  hereinabove  for  qualification  of the initial two (2)
     appraisers.

          4.3 The three (3)  appraisers  shall,  within  thirty (30) days of the
     appointment  of the  third  appraiser,  reach a  decision  as to  which  of
     Landlord's or Tenant's  submitted  Fair Market Rental Rate is closer to the
     actual Fair Market  Rental Rate and shall select such closer  determination
     as the Fair Market Rental Rate and notify Landlord and Tenant thereof.

          4.4 The decision of the majority of the three (3) appraisers  shall be
     binding upon Landlord and Tenant.

          4.5 If either Landlord or Tenant fails to appoint an appraiser  within
     the  time  period  specified  in  Section 4.1  hereinabove,  the  appraiser
     appointed by one of them shall reach a decision, notify Landlord and Tenant
     thereof,  and such appraiser's  decision shall be binding upon Landlord and
     Tenant.

          4.6 If the two (2)  appraisers  fail to agree upon and appoint a third
     appraiser,  a third  appraiser  shall be appointed by the Superior Court of
     Los Angeles, California.

          4.7  Each  party  shall  pay the fees and  expenses  of the  appraiser
     appointed  by or on behalf of it, and each shall pay  one-half  of the fees
     and expenses of the third appraiser, if any.

          4.8 In no event  shall the Fair  Market  Rental  Rate  selected by the
     appraisers  be less than the Annual Base Rent payable by Tenant  during the
     last year of the initial Lease Term.

          "Landlord"                  W9/WLA REAL ESTATE LIMITED PARTNERSHIP,
                                      a Delaware limited partnership

                                      By:Legacy Partners Commercial, Inc.,
                                         a Texas corporation,
                                         as manager and agent for Landlord

                                         By:  /s/ MACK LANEY
                                            -----------------------------------
                                             Name:   Mack Laney
                                             Its:    COO


           "Tenant"                   STYLECLICK.COM, INC.,
                                      a California corporation

                                      By:  /s/ BARRY HALL
                                         --------------------------------------
                                         Name: Barry Hall
                                         Its:  CFO

                                      By:   /s/ MAURIZIO VECCHIONE
                                         --------------------------------------
                                         Name:  Maurizio Vecchione
                                         Its:   CEO

                                   EXTENSION
                                  OPTION RIDER
                                       2
<PAGE>


                             LETTER OF CREDIT RIDER


     This Letter of Credit  Rider ("LC  Rider") is made and entered  into by and
between W9/WLA REAL ESTATE LIMITED  PARTNERSHIP,  a Delaware limited partnership
("Landlord") and STYLECLICK.COM,  INC., a California corporation ("Tenant"), and
is dated as of the date of the Office Lease  ("Lease")  by and between  Landlord
and Tenant to which this LC Rider is attached.  The agreements set forth in this
LC Rider  shall have the same force and effect as if set forth in the Lease.  To
the  extent  the terms of this LC Rider are  inconsistent  with the terms of the
Lease, the terms of this LC Rider shall control.

     1.  Concurrently  upon  execution  of the Lease,  Tenant  shall  deliver to
Landlord,  as collateral for the full and faithful  performance by Tenant of all
of its obligations  under the Lease and for all losses and damages  Landlord may
suffer as a result of any default by Tenant under the Lease,  an irrevocable and
unconditional  negotiable letter of credit (the "Letter of Credit"), in the form
and containing the terms required herein,  payable in the County of Los Angeles,
California,  running  in  favor  of  Landlord  issued  by a  solvent  nationally
recognized bank with a long term rating of BBB or higher,  under the supervision
of the Superintendent of Banks of the State of California, or a National Banking
Association,  in  the  amount  of  One  Million  Six  Hundred  Thousand  Dollars
($1,600,000.00  ("LC  Amount").  The Letter of Credit  shall be (i) at sight and
irrevocable  and  unconditional,  (ii)  subject  to the  terms of this LC Rider,
maintained in effect, whether through replacement, renewal or extension, for the
entire period from the date of execution of this Lease through the date which is
sixty (60) days after the Lease  Expiration Date, and Tenant shall deliver a new
Letter of Credit or  certificate  of renewal or  extension  to Landlord at least
fifteen (15) days prior to the  expiration of the Letter of Credit,  without any
action whatsoever on the part of Landlord,  (iii) subject to the Uniform Customs
and  Practices  for  Documentary  Credits  (1993-Rev)  International  Chamber of
Commerce Publication #500, and (iv) fully assignable by Landlord, and (v) permit
partial draws. In addition to the foregoing, the form and terms of the Letter of
Credit (and the bank  issuing  the same) shall be  acceptable  to  Landlord,  in
Landlord's  reasonable  discretion,  and shall provide,  among other things,  in
effect that: (A) Landlord,  or its then managing agent,  shall have the right to
draw  down an  amount up to the face  amount  of the  Letter of Credit  upon the
presentation  to the issuing bank of  Landlord's  (or  Landlord's  then managing
agent's) of a written  statement  certifying that such amount is due to Landlord
under  the  terms and  conditions  of the  Lease,  it being  understood  that if
Landlord or its  managing  agent be a limited  liability  company,  corporation,
partnership or other entity,  then such statement  shall be signed by a managing
member (if a limited  liability  company),  an  officer  (if a  corporation),  a
general partner (if a partnership), or any authorized party (if another entity);
(B) the Letter of Credit will be honored by the issuing bank without  inquiry as
to the  accuracy  thereof  and  regardless  of whether the Tenant  disputes  the
content  of such  statement;  and (C) in the event of a transfer  of  Landlord's
interest in the Building, Landlord shall transfer the Letter of Credit, in whole
or in part  (or  cause  a  substitute  letter  of  credit  to be  delivered,  as
applicable)  to the  transferee  and thereupon the Landlord  shall,  without any
further agreement between the parties,  be released by Tenant from all liability
therefor,  and it is agreed  that the  provisions  hereof  shall  apply to every
transfer or assignment of the whole or any portion of said Letter of Credit to a
new Landlord.

     2. If, as result of any  application  or use by Landlord of all or any part
of the Letter of Credit,  the amount of the Letter of Credit shall  collectively
be less than the LC  Amount,  Tenant  shall,  within  ten (10) days  thereafter,
provide  Landlord with additional  letter(s) of credit in an amount equal to the
deficiency  (or a  replacement  letter of  credit in the total  amount of the LC
Amount) and any such additional (or  replacement)  letter of credit shall comply
with all of the provisions of this LC Rider,  and if Tenant fails to comply with
the foregoing,  notwithstanding anything to the contrary contained in Article 19
of the Lease the same shall  constitute an uncurable  default by Tenant.  Tenant
further  covenants  and warrants  that it will  neither  assign nor encumber the
Letter  of  Credit,  or any part  thereof  and  that  neither  Landlord  nor its
successors  or  assigns  will be  bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted  encumbrance.  Without limiting the generality
of the foregoing, if the Letter of Credit expires earlier than the date which is
sixty (60) days after the Lease  Expiration  Date,  and Tenant has not  provided
Landlord with cash in lieu of the entire LC amount then outstanding  pursuant to
Paragraph 1 above,  Landlord will accept a renewal thereof or substitute  letter
of credit  (such  renewal  or  substitute  letter of credit to be in effect  and
delivered to Landlord, as applicable,  not later than fifteen (15) days prior to
the  expiration  of the  Letter  of  Credit),  which  shall be  irrevocable  and
automatically  renewable as above provided  through the date which is sixty (60)
days after the Lease  Expiration Date upon the same terms as the expiring Letter
of Credit or such other terms as may be acceptable to Landlord in its reasonable
discretion.  However,  if the  Letter  of  Credit  is not  timely  renewed  or a
substitute  letter of  credit  is not  timely  received,  or if Tenant  fails to
maintain the Letter of Credit in the amount and in accordance with the terms set
forth in this LC Rider,  Landlord  shall have the right to present the Letter of
Credit to the bank in accordance with the terms of this LC Rider, and the entire
sum evidenced  thereby  shall be paid to and held by Landlord as collateral  for
performance  of all of Tenant's  obligations  under the Lease and for all losses
and damages  Landlord  may suffer as a result of any default by Tenant under the
Lease.

                                   LETTER OF
                                  CREDIT RIDER
                                       1
<PAGE>
     3. If there shall  occur a default  under the Lease as set forth in Article
19 of the Lease and such default  remains  uncured beyond the applicable  notice
and cure periods set forth in Article 19,  Landlord may, but without  obligation
to do so,  draw upon the  Letter  of  Credit,  in part or in whole,  to cure any
default of Tenant and/or to  compensate  Landlord for any and all damages of any
kind or nature  sustained or which may be sustained by Landlord  resulting  from
Tenant's  default.  Tenant  agrees not to  interfere  in any way with payment to
Landlord of the proceeds of the Letter of Credit, either prior to or following a
"draw" by Landlord of any portion of the Letter of Credit, regardless of whether
any dispute exists  between  Tenant and Landlord as to Landlord's  right to draw
from the Letter of Credit.  No condition or term of the Lease shall be deemed to
render the Letter of Credit  conditional  to justify the issuer of the Letter of
Credit  in  failing  to honor a drawing  upon such  Letter of Credit in a timely
manner.

     4.  Landlord  and  Tenant  acknowledge  and  agree  that  in  no  event  or
circumstance  shall the Letter of Credit or any  renewal  thereof or  substitute
therefor  be (i)  deemed to be or  treated as a  "security  deposit"  within the
meaning of California  Civil Code Section  1950.7,  (ii) subject to the terms of
such Section 1950.7,  or (iii) intended to serve as a "security  deposit" within
the  meaning of such  Section  1950.7.  The  parties  hereto (A) recite that the
Letter of Credit is not intended to serve as a security deposit and such Section
1950.7 and any and all other laws, rules and regulations  applicable to security
deposits in the  commercial  context  ("Security  Deposit  Laws")  shall have no
applicability or relevancy thereto and (B) waive any and all rights,  duties and
obligations  either  party may now or, in the future,  will have  relating to or
arising from the Security Deposit Laws.

     5.  Notwithstanding  the  foregoing  provisions  of  this LC  Rider  to the
contrary,  Tenant shall have the right to substitute  for the Letter of Credit a
guaranty  ("Guaranty")  in favor of  Landlord  executed  by USA  Networks,  Inc.
("Guarantor")  provided that Tenant satisfies each of the following  conditions:
(i) Tenant shall  deliver to Landlord the Guaranty  duly  executed by Guarantor,
which shall be in the form of Exhibit 1 attached  hereto;  (ii) Guarantor  shall
have a net  worth,  as of the  date of  Tenant's  delivery  of the  Guaranty  to
Landlord   in  the   amount  of  at  least   Three   Hundred   Million   Dollars
($300,000,000.00),  as evidenced by financial statements certified by a national
independent  accounting  firm, and delivered to Landlord  concurrently  with the
Guaranty if Guarantor is not a publicly  held company at the time such  Guaranty
is delivered to Landlord;  and (iii) as of the date of such delivery,  Tenant is
not then in default under the Lease and Landlord has not  previously  drawn down
all or any portion of the Letter of Credit.  Within  thirty (30) days  following
the delivery the Guaranty and satisfaction of the foregoing conditions, Landlord
shall return the Letter of Credit to Tenant.



          "Landlord"                  W9/WLA REAL ESTATE LIMITED PARTNERSHIP,
                                      a Delaware limited partnership

                                      By:Legacy Partners Commercial, Inc.,
                                         a Texas corporation,
                                         as manager and agent for Landlord

                                         By:  /s/ MACK LANEY
                                            -----------------------------------
                                             Name:   Mack Laney
                                             Its:    COO


           "Tenant"                   STYLECLICK.COM, INC.,
                                      a California corporation

                                      By:  /s/ BARRY HALL
                                         --------------------------------------
                                         Name: Barry Hall
                                         Its:  CFO

                                      By:   /s/ MAURIZIO VECCHIONE
                                         --------------------------------------
                                         Name:  Maurizio Vecchione
                                         Its:   CEO


                                   LETTER OF
                                  CREDIT RIDER
                                       2
<PAGE>



                                    EXHIBIT 1

                                GUARANTY OF LEASE

     1.  Guaranty.  USA NETWORKS,  INC., a Delaware  corporation  ("Guarantor"),
whose address is 152 West 57th Street,  New York, New York,  10019 and whose tax
identification  number  is  59-2712887,  as a  material  inducement  to  and  in
consideration of W9/WLA REAL ESTATE LIMITED PARTNERSHIP, a Delaware partnership,
as Landlord,  entering into that certain  lease (the  "Lease")  dated as of even
date herewith, with STYLECLICK.COM,  INC., a California corporation,  as Tenant,
concerning  office  space  located at 5105 West  Goldleaf  Circle,  Los Angeles,
California,  hereby  unconditionally,  irrevocably  and  jointly  and  severally
guarantees  and  promises to and for the benefit of Landlord  that Tenant  shall
perform all of its covenants  under the Lease,  including but not limited to the
payment  of rent and all other  sums now or  hereafter  becoming  due or payable
under the Lease.

     2.  Standard  Provisions.  A separate  action may be brought or  prosecuted
against any Guarantor whether or not the action is brought or prosecuted against
any other Guarantor or Tenant. If Tenant defaults under the Lease,  Landlord may
proceed  immediately  against  Guarantor  or Tenant,  or both,  or Landlord  may
enforce against  Guarantor or Tenant,  or both, any rights that it has under the
Lease or against  Guarantor  pursuant to this Guaranty.  If the Lease terminates
Landlord may enforce any remaining rights  thereunder  against Guarantor without
giving previous notice to Tenant or Guarantor,  and without making any demand on
either of them.  This Guaranty  shall not be affected by  Landlord's  failure or
delay to enforce  any of its  rights  hereunder  or under the  Lease.  Guarantor
hereby waives notice of or the giving of its consent to any amendments which may
hereafter be made to the terms of the Lease,  and this Guaranty shall  guarantee
the  performance  of the Lease as amended,  or as the same may be assigned  from
time to time.  Guarantor  waives the right to require  Landlord  to (i)  proceed
against Tenant; (ii) proceed against or exhaust any security that Landlord holds
from Tenant;  or (iii) pursue any remedy in Landlord's  power.  Guarantor waives
any defense by reason of any  disability of Tenant,  the statute of  limitations
and any other defense based on the  termination  of Tenant's  liability from any
cause.  Until all of Tenant's  obligations  to Landlord have been  discharged in
full,  Guarantor shall have no right of subrogation  against  Tenant.  Guarantor
waives its right to enforce any  remedies  that  Landlord  now has, or later may
have, against Tenant.  Guarantor waives any right to participate in any security
now or later held by Landlord.  Guarantor waives all  presentments,  demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor,  and notices of acceptance of this Guaranty, and waives all notices of
existence,  creation, or incurring of new or additional  obligations from Tenant
to Landlord. Without limiting the generality of the preceding waivers, Guarantor
hereby  expressly  waives  any and all  benefits  under  California  Civil  Code
Sections 2809,  2810,  2819,  2845,  2849 and 2850. If Landlord  disposes of its
interest  in the  Lease,  "Landlord,"  as  used  in this  Guaranty,  shall  mean
Landlord's  successors  in  interest  and  assigns.  If  Landlord is required to
enforce  Guarantor's  obligations by legal  proceedings,  Guarantor shall pay to
Landlord  all  costs  incurred,   including,   without  limitation,   Landlord's
reasonable  attorneys'  fees and all costs and other  expenses  incurred  in any
collection  or  attempted  collection  or in any  negotiations  relative  to the
obligations  hereby  guaranteed,  or in  enforcing  this  Guaranty  against  the
undersigned,  individually and jointly. This Guaranty will continue unchanged by
any bankruptcy,  reorganization  or insolvency of the Tenant or any successor or
assignee thereof or by any  disaffirmance or abandonment by a trustee of Tenant.
Guarantor's  obligations  under this  Guaranty  may not be assigned and shall be
binding upon Guarantor's  heirs and successors.  This Guaranty shall be governed
by the laws of, and may be enforced in the courts of, the State of California.

Dated: ___________, 2000          Guarantor

                                         USA NETWORKS, INC.,
                                         a Delaware corporation

                                         By:
                                             ----------------------------------
                                             Name:
                                                  -----------------------------
                                             Its:
                                                  -----------------------------
                                         By:
                                             ----------------------------------
                                             Name:

                                                  -----------------------------
                                             Its:
                                                  -----------------------------


                                   EXHIBIT 1
                                       1
<PAGE>